The mission of OCFEC is… CELEBRATION OF ORANGE COUNTY S ... · A. Block Party Recap 6. ... meeting and are limited to three minutes. Public comment is allowed on issues NOT on the

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, January 17, 2013 9:00 a.m.

Administration Building OC Fair & Event Center

88 Fair Drive Costa Mesa, California

Board of Directors

Douglas La Belle, Board Chair

Stan Tkaczyk, Vice Chair Joyce Tucker, Member

David Ellis, Member Kristina Dodge, Member

Ali Jahangiri, Member Nick Berardino, Member Gerardo Mouet, Member

Ashleigh Aitken, Member

Secretary-Treasurer 32nd DAA Counsel Jerome P. Hoban Roger Grable Chief Executive Officer, OCFEC Manatt, Phelps and Phillips

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

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 Reference: 4.5.2.B) 5. CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

A. Block Party Recap 6. MATTERS OF PUBLIC COMMENT - Speakers are requested to sign in prior to the start

of the meeting and are limited to three minutes. 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.

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 December 20, 2012 Action Item

8. CONSENT CALENDAR: (Policy Reference: 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 by category in the order listed below. 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-23-13PA; SA-265-12MA; SA-266-12NY; SA-267-12NY;

SA-24-13PS; SA-26-13PS; SA-27-13WD; SA-28-13PS B. Amendments: SA-82-09FV C. Interagency Agreements: OCF-01-13IA

D. Rental Agreements: R-022-13; R-028-13; R-029-13; R-030-13; R-031-13; R-032-13;

R-033-13; R-041-13; R-043-13; R-048-13; R-092-13; R-096-13; R-103-13; R-106-13 E. Active Joint Powers Authority Agreements

-End of Consent Calendar-

9. GOVERNANCE PROCESS

A. Committee Reports Information Item To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair 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. TelPhil Negotiating Committee ii. CEO Background Check Committee iii. Centennial Farm Foundation iv. Workers Memorial Committee v. Financial Monitoring Committee vi. 2013 OC Fair City Liaison Committee vii. Barrett-Jackson Committee

B. Fair Sale Review Committee Update Information Item C. Review 2003 OCFEC Master Plan

Information Item D. Pacific Amphitheatre Bid Results, Phase I Earth Work Action Item E. Review Next Steps for OCFEC/OCC Parking Structure – Environmental Review

Process Action Item

10. CLOSED SESSION (Closed to the Public)

A. Lease Negotiations with Tel-Phil Enterprises - Pursuant to the provisions of

Government Code Section 11126(c)(7) the Board of Directors will meet in closed session to advise its negotiators, Douglas La Belle and Stan Tkaczyk, with respect to the terms and conditions of the lease of a portion of the Orange County Fairgrounds known as Main Parking Lot A with Tel Phil Enterprises, Inc. Negotiations would be conducted with Jeffrey Teller of Tel Phil Enterprises, Inc or his representatives.

11. BOARD OF DIRECTORS MATTERS OF INFORMATION 12. NEXT BOARD MEETING: FEBRUARY 28, 2013 13. ADJOURNMENT

Respectfully submitted, OC Fair & Event Center

Jerome P. Hoban Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 4:00 p.m. January 7, 2013

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 October 31, 2012 are enclosed for your reference. Statement of Cash Flows As of October 31, 2012, OCFEC’s cash on hand is $24,406,953, an increase of $6,837,777 during 2012. Operating activities have resulted in a net cash inflow of $10,205,725 to date. Investing activities in the form of capital expenditures have resulted in a net cash outflow of $3,367,948. Balance Sheet There are no significant changes to the balance sheet. Income Statement October 2012 year-to-date revenues exceed expenses by $7,494,244, which is favorable to the budgeted net proceeds of $2,678,987 by $4,815,257. Total year-to-date revenues of $34,350,094 are favorable to budget by $4,538,282 primarily due to favorable performance of the Fair. Additionally, Event Services Other Event Revenue (parking sales, revenue from personnel services, equipment rentals and concessions) exceeds budget by $192k and Centennial Farm Grant revenue of $148k has been received but was not budgeted. Total year-to-date operating expense of $24,294,486 is favorable to budget by $410,189. Payroll and Related expense is favorable to budget by $515,937 due primarily to unfilled positions and associated employee benefits expense. Facility and Related expense exceeds budget by $267,550 primarily due to the procurement of incremental trash and cleaning services for the facility during Fair in comparison to 2011 ($144k), expenditures to protect and clean the Main Mall during Fair ($37k) and the purchase of additional seats for the Pacific Amphitheatre ($22k). Publicity and Related Expense exceeds budget by $162,588 primarily due to sponsorship commissions that hit this account group but were budgeted under Professional Services ($181k). Other Self-Produced Event Expense exceeds budget by $84,938 primarily due to the success of this year’s Jr. Livestock Auction which resulted in greater than anticipated purchases and correspondingly, payments to the participants.

32nd DAA OC Fair & Event Center

Year to DateBusiness Unit Financial Results

As of October 31, 2012

10.0

12.0

October 2012 YTD Contribution Margin by Business Unit

(6.0)

(4.0)

(2.0)

-

2.0

4.0

6.0

8.0

Self-Produced Events MktPlace PacAmp Overhead$ in

mill

ion

s

(10.0)

(8.0)

YTD Actual YTD Budget

OC Fair & Event CenterCash Flow Summary by Business UnitYear to Date as of October, 2012

2012 2012 2011 2012Year to Date Year to Date Year to Date Full Year

Actual Budget Actual BudgetContribution Margins:g

Self-Produced Events Business Unit 10.6 7.5 10.1 7.1

Events Business Unit 2.4 1.9 1.6 2.0

MarketPlace Business Unit 1.5 1.7 1.7 2.0

Pacific Amphitheatre Business Unit 2.0 1.4 2.0 1.4

Total Business Unit Contribution Margin 16.5 12.5 15.5 12.5

Net Overhead Expense (Cash) (6.6) (7.4) (6.2) (8.7)

Net Cash Provided (Used) Subtotal 9.9 5.1 9.2 3.8

Capital Expenditures (3.4) (2.0) (6.0) Balance Sheet Changes 0.3 0.5 -

Net Increase (Decrease) in Cash 6.8 5.1 7.7 (2.2)

20.00

25.00

Self-Produced Events Business UnitOctober 2012 YTD Contribution Margin

-10.00

-5.00

0.00

5.00

10.00

15.00

Actual Budget PY Actual

-15.00

Direct Revenue Direct Expense Contribution Margin

Self-Produced Events Business UnitContribution Margin StatementYear to Date as of October, 2012


Actual Budget Actual Budget

Admissions $7.3 $6.6 $7.8 $6.6Concessions 5.5 4.7 5.6 4.7Carnival 3.2 2.4 2.5 2.4Sponsorships 1.7 0.9 1.0 0.9Commercial Space 1.4 1.6 1.7 1.6Parking 1.7 1.5 1.7 1.5Other Revenue 0.9 0.7 0.9 1.0

Total Direct Revenue 21.6 18.5 21.2 18.8

Payroll/Related 3.6 3.7 3.8 4.0Outside Services 1.5 1.7 1.8 1.9Marketing/Related 1.6 1.4 1.5 1.4Supplies/Equipment/Rentals 1.9 1.9 1.8 1.9Attractions 1.1 1.2 1.1 1.2Other Expense 1.4 1.1 1.2 1.2

Total Direct Expense 11.1 11.0 11.1 11.7

Contribution to Overhead and CapEx $10.6 $7.5 $10.1 $7.1

4 0

5.0

Year-Round Events Business UnitOctober 2012 YTD Contribution Margin

(2 0)

(1.0)

-

1.0

2.0

3.0

4.0


(3.0)

(2.0)


Year-Round Events Business UnitContribution Margin StatementYear to Date as of October, 2012



Rental of Facilities $1.1 $0.9 $0.9 $1.1Personnel Services 0.8 0.7 0.7 0.8Concessions 0.7 0.6 0.6 0.7Equipment Rentals 0.5 0.4 0.4 0.5Admissions/Parking 1.2 1.0 1.0 1.1Other Revenue 0.1 0.1 0.1 0.1


Payroll/Related 1.4 1.3 1.5 1.6Outside Services 0.1 0.2 0.1 0.2Supplies/Equipment/Rentals 0 1 0 1 0 1 0 1Supplies/Equipment/Rentals 0.1 0.1 0.1 0.1Facility/Related 0.3 0.2 0.2 0.3Marketing/Related 0.0 0.0 0.0 0.0Other Expense 0.0 0.0 0.1 0.0



2.0

Market Place Business UnitOctober 2012 YTD Contribution Margin

-

0.5

1.0

1.5


(0.5)



Market Place Business UnitContribution Margin StatementYear to Date as of October, 2012



Rental of Facilities $1.7 $1.7 $1.7 $2.0Other Revenue $0.0 $0.0 $0.0 $0.0

Total Direct Revenue $1.7 $1.7 $1.7 $2.0

Marketing/Related $0.0 $0.0 $0.0 $0.0Other Expense $0.1 $0.0 $0.0 $0.0

Total Direct Expense $0.1 $0.0 $0.0 $0.0


8.00

Pacific Amphitheatre Business UnitOctober 2012 YTD Contribution Margin

-4 00

-2.00

0.00

2.00

4.00

6.00


-6.00

-4.00


Pacific Amphitheatre Business UnitContribution Margin StatementYear to Date as of October, 2012



Ticket Sales $4.7 $4.3 $4.5 $4.3Facility Fee 0.8 0.7 0.8 0.7Concessions 0.4 0.4 0.4 0.4Parking 0.4 0.3 0.4 0.3Sponsorship 0.1 0.1 0.1 0.1Other Revenue 0.0 0.0 0.1 0.0


Performers' Fees 2.9 2.9 2.9 2.9Outside Services 0.5 0.4 0.5 0.4Marketing/Related 0.2 0.3 0.3 0.3gSupplies/Equipment/Rentals 0.3 0.3 0.3 0.3Payroll/Related 0.1 0.1 0.1 0.1Other Expense 0.2 0.2 0.2 0.2



-

1.0

Support Services/OutreachOctober 2012 YTD Net Overhead

(7 0)

(6.0)

(5.0)

(4.0)

(3.0)

(2.0)

(1.0)Actual Budget PY Actual

(8.0)

(7.0)

Direct Revenue Direct Expense Net Overhead

Support Services/Outreach Business UnitNet Overhead SummaryYear to Date as of October, 2012



Interest $0.1 $0.0 $0.0 $0.0Facility Rentals $0.1 $0.1 $0.1 $0.1Other Revenue $0.2 $0.1 $0.1 $0.1

Total Revenue $0.4 $0.1 $0.2 $0.2

Payroll/Related $4.3 $4.9 $3.6 $5.8Facility/Related $1.5 $1.5 $1.5 $1.7Supplies/Telephone/Postage $0.4 $0.4 $0.4 $0.5Outside Services $0.4 $0.4 $0.6 $0.5Insurance $0.2 $0.2 $0.2 $0.2Other Expense $0.2 $0.2 $0.1 $0.2

T t l E $7 0 $7 6 $6 4 $8 9Total Expense $7.0 $7.6 $6.4 $8.9

Net Overhead ($6.6) ($7.4) ($6.2) ($8.7)

Non-Cash Expenses:Depreciation Expense $2.4 $2.4 $2.5 $2.9 Total Non-Cash Expense $2.4 $2.4 $2.5 $2.9

Note: Includes education/outreach program expenditures of $743k

32nd D A A - OC Fair & Event CenterIncome Statement (Unaudited)Year to Date as of October, 2012

2012 Budget 2011 FullYear to Date Year to Date Budget Budget Year to Date Year over Year Year over Year 2012

Amount Amount $ Variance % Variance Amount $ Variance % Variance BudgetRevenuesAdmissions to Grounds 8,949,821$ 7,871,935$ 1,077,886$ 13.7% 9,151,583$ (201,762)$ -2.2% 7,871,935$ Commercial Space Rental Revenue 1,360,465 1,610,090 (249,626) -15.5% 1,680,568 (320,104) -19.0% 1,610,090 Carnival and Concessions Revenue 9,029,811 7,484,818 1,544,993 20.6% 8,448,023 581,787 6.9% 7,530,834 Exhibits Revenue 95,648 92,071 3,577 3.9% 71,413 24,235 33.9% 92,071 Attractions Revenue 4,095,657 3,933,550 162,107 4.1% 4,156,139 (60,482) -1.5% 4,147,914 Miscellaneous Revenue 4,278,257 3,035,678 1,242,579 40.9% 3,649,157 629,101 17.2% 3,056,153 Total OCFEC-Produced Event Revenue 27,809,658 24,028,143 3,781,515 15.7% 27,156,882 652,776 2.4% 24,308,998

Facility Rental Revenue 2,739,183 2,631,500 107,683 4.1% 2,642,873 96,310 3.6% 3,140,100 Other Event Revenue 3,342,601 2,904,660 437,941 15.1% 2,841,870 500,731 17.6% 3,170,560 Equestrian Center Revenue 87,176 53,200 33,976 63.9% 55,803 31,374 56.2% 66,500 Horse Show Revenue - - - N/A - - N/A - Other Operating Revenue 123,586 84,310 39,276 46.6% 94,783 28,802 30.4% 92,685 Total Rental Revenue 6,292,546 5,673,669 618,877 10.9% 5,635,329 657,217 11.7% 6,469,844

Interest Earnings 57,834 35,000 22,834 65.2% 41,829 16,004 38.3% 40,000 Grants 158,018 - 158,018 N/A - 158,018 N/A - Revenue from Sale of Assets - - - N/A - - N/A - Other Non-Operating Revenue 34,287 75,000 (40,714) -54.3% - 34,287 N/A 75,000 Prior Year Revenue (2,249) - (2,249) N/A 58,135 (60,384) -103.9% - Total Non-Operating Revenue 247,890 110,000 137,890 125.4% 99,965 147,925 148.0% 115,000

Total Revenue 34,350,094$ 29,811,812$ 4,538,282$ 15.2% 32,892,176$ 1,457,918$ 4.4% 30,893,842$

ExpensesPayroll and Related Expense 9,476,129$ 9,992,066$ 515,937$ 5.2% 8,945,549$ (530,580)$ -5.9% 11,478,882$ Professional Services Expense 2,448,255 2,746,353 298,098 10.9% 2,936,297 488,042 16.6% 3,064,009 Directors Expense 10,718 11,100 382 3.4% 6,945 (3,773) -54.3% 12,600 Insurance Expense 180,785 205,207 24,422 11.9% 203,888 23,103 11.3% 241,427 Telephone & Postage Expense 128,189 136,524 8,334 6.1% 134,444 6,255 4.7% 159,810 Supplies and Equipment Expense 2,666,432 2,654,688 (11,743) -0.4% 2,596,241 (70,190) -2.7% 2,752,715 Facility and Related Expense 2,751,830 2,484,280 (267,550) -10.8% 2,490,390 (261,440) -10.5% 2,808,884 Publicity & Related Expense 1,881,921 1,719,333 (162,588) -9.5% 1,738,900 (143,021) -8.2% 1,750,088 Attractions Expense 4,015,147 4,131,538 116,391 2.8% 3,947,016 (68,131) -1.7% 4,192,538 Other Self-Prod Event Expense 270,290 185,352 (84,938) -45.8% 221,510 (48,780) -22.0% 189,852 Premium Expense 115,470 103,881 (11,589) -11.2% 97,529 (17,941) -18.4% 105,681 Other Operating Expense 349,320 334,353 (14,967) -4.5% 259,123 (90,197) -34.8% 356,458 Total Operating Expense 24,294,486 24,704,676 410,189 1.7% 23,577,833 (716,653) -3.0% 27,112,944

Depreciation Expense 2,428,149 2,428,150 1 0.0% 2,544,218 116,069 4.6% 2,913,780 F&E Funded Expenditures - - - N/A - - N/A - Loss on Sale of Asset - - - N/A - - N/A - Debt Service - - - N/A - - N/A - Prior Year Expense 133,215 - (133,215) N/A 74,048 (59,168) N/A - Total Non-Operating Expense 2,561,364 2,428,150 (133,214) -5.5% 2,618,265 56,901 2.2% 2,913,780

Total Expense 26,855,850$ 27,132,826$ 276,976$ -3.8% 26,196,098$ (659,752)$ -0.9% 30,026,724$

Net Proceeds 7,494,244$ 2,678,987$ 4,815,257$ 179.7% 6,696,077$ 798,166$ 11.9% 867,118$

32nd D A A - OC Fair & Event CenterBalance Sheet (Unaudited)October, 2012

2012 2011AssetsCash 398,755$ 1,673,103$ Investments 24,008,198 17,141,608 Accounts Receivable 405,789 289,675 Reserve for Bad Debt (29,755) (124,181) Prepaid Assets 359,152 (57,835) Current Assets 25,142,139 18,922,370

Deferred Expenses 13,806 18,956 Capital Projects in Process 5,104,428 2,363,839 Land 133,553 133,553 Buildings and Improvements 32,390,680 34,267,486 Equipment 1,174,566 1,774,796 Long Term Assets 38,817,033 38,558,630

Total Assets 63,959,172$ 57,481,000$

LiabilitiesAccounts Payable 640,542$ 257,454$ Deferred Revenue 328,554 321,713 Other Payroll Deductions 185,781 381,331 Deposits 31,500 78,700 Other Liabilities 191 - Short Term Liabilities 1,186,568 1,039,198

Compensated Absence Liability 1,017,254 980,248 Long Term Debt - - Long Term Liabilities 1,017,254 980,248

Total Liabilities 2,203,822 2,019,446

ResourcesInvestment in Capital Assets 38,803,227 38,566,490 Net Resources - Designated Use 742,012 797,419 Restricted Capital 250,000 - Net Resources Available for Operations 14,440,343 9,377,587 Net Resources - Auction Fund 25,525 23,981

54,261,107 48,765,477 Net Proceeds from Operations 7,494,244 6,696,077 Total Resources 61,755,350 55,461,554

Total Liabilities and Net Resources 63,959,172$ 57,481,000$

32nd DAA - OC Fair & Event Center

Cash Flows from Operating Activities: YTD 2012

Net Proceeds $7,494,244

Non-Cash Expenses: Depreciation Expense 2,428,149 Loss on Disposal of Assets 0

Balance Sheet Activity: (Incr) Decr in Accounts Receivable 203,514 (Incr) Decr in Other Assets -167,755 Incr (Decr) in Accounts Payable 185,661 Incr (Decr) in Other Accrued Liabilities 61,912 Subtotal 283,332

Net Cash Provided (Used) by Operating Activities 10,205,725

Cash Flows from Investing Activities:

(Incr) Decr in Buildings & Improvements 0 (Incr) Decr in Equipment 0 (Incr) Decr in Construction in Progress -3,367,948

Net Cash Provided (Used) by Investing Activities (3,367,948)

Net Increase (Decrease) in Cash $6,837,777

Cash at Beginning of Year 17,569,176

Cash at End of Period $24,406,953

Statement of Cash Flows (Unaudited)Year to Date as of October 31, 2012

Remaining

(202,799.77)(12,770.00)

5,150.0072,646.3810,128.0040,000.0012,096.4817,508.66

(959.50)(2,134.84)3,805.849,000.00

(12,988.96)(597.42)(418.90)

78,000.0010,000.003,536.00

24,907.2944,486.62

113,000.0012,101.9065,130.00

2,309,490.972,598,318.75

(3,017.00)(3,017.00)

3,629.903,214.08

24,000.005,778.60

26,000.00(310.00)

(8,779.52)18,000.0020,000.00

(54,782.04)36,751.02

2,632,052.77 Total Capital Expenditures 6,000,000.00 3,367,947.23

Currency Scanners 0.00 54,782.04Total Equipment 241,000.00 204,248.98

Enviro Valve: Maint Yard 18,000.00 0.00Bldg 10: Screen Curtains 20,000.00 0.00

Gull Wing Panels 15,000.00 15,310.00Exhibit Equipment 50,000.00 58,779.52

Fork Lift 40,000.00 34,221.40Carts: For Folding Chairs 26,000.00 0.00

Carts: Box Office Passenger 12,000.00 8,785.92Gate 2.5: Ticket Sales Booths 24,000.00 0.00

Total Carnival Improvements 0.00 3,017.00

EquipmentCarts: Maintenance Utility 36,000.00 32,370.10

Total Buildings and Improvements 5,759,000.00 3,160,681.25

Carnival ImprovementsCarnival Improvements 0.00 3,017.00

Gate 7: Remodel 70,000.00 4,870.00Pac Amp Renovation 2,500,000.00 190,509.03

Gate 2.5: Parking Sales Structure 113,000.00 0.00Electrical Upgrade 20,000.00 7,898.10

Main Line: Valve Repairs 34,000.00 9,092.71Gate 1: Landscape Renovation 45,000.00 513.38

EQC: Wash Rack Cover 10,000.00 0.00Bldg 14: Roof Repair 39,000.00 35,464.00

Bldg 12: Glass Doors 15,000.00 15,418.90Court Yard: Remodel 78,000.00 0.00

Main Yard: Enclosure 11,000.00 23,988.96Bldg 10: Transom Doors 30,000.00 30,597.42

Surveillance System 15,000.00 11,194.16Bird Abatement 9,000.00 0.00

Fiber Upgrade 20,000.00 20,959.50Public Address System 15,000.00 17,134.84

Automated Door Locks 15,000.00 2,903.52Building Signs 40,000.00 22,491.34

Bldg 10: Paint Interior 20,000.00 9,872.00Millennium Barn: Paint Exterior 40,000.00 0.00

Pac Amp Berm Study 0.00 (5,150.00)Gate 1: Asphalt Repair 120,000.00 47,353.62

Buildings and ImprovementsBlue Skies Main Mall Renovation 2,500,000.00 2,702,799.77Lot D Tree Line 0.00 12,770.00

32nd D A A - Orange County FairCapital Expenditures Spending

October, 2012

2012 2012 2012Description Budget Spent


The following financial reports as of November 30, 2012 are enclosed for your reference. Statement of Cash Flows As of November 30, 2012, OCFEC’s cash on hand is $23,729,915, an increase of $6,160,739 during 2012. Operating activities have resulted in a net cash inflow of $9,651,453 to date. Investing activities in the form of capital expenditures have resulted in a net cash outflow of $3,490,714. Balance Sheet There are no significant changes to the balance sheet. Income Statement November 2012 year-to-date revenues exceed expenses by $6,481,220, which is favorable to the budgeted net proceeds of $1,883,584 by $4,597,636. Total year-to-date revenues of $34,568,752 are favorable to budget by $4,314,489 primarily due to favorable performance of the Fair. Additionally, Event Services Other Event Revenue (parking sales, revenue from personnel services, equipment rentals and concessions) exceeds budget by $222k and Centennial Farm Grant revenue of $148k has been received but was not budgeted. Total year-to-date operating expense of $25,283,353 is favorable to budget by $416,360. Payroll and Related expense is favorable to budget by $603,156 due primarily to unfilled positions and associated employee benefits expense. Facility and Related expense exceeds budget by $299,810 primarily due to the procurement of incremental trash and cleaning services for the facility during Fair in comparison to 2011 ($144k), expenditures to protect and clean the Main Mall during Fair ($37k) and the purchase of additional seats for the Pacific Amphitheatre ($22k). Publicity and Related Expense exceeds budget by $195,842 primarily due to sponsorship commissions that hit this account group but were budgeted under Professional Services ($181k). Other Self-Produced Event Expense exceeds budget by $85,228 primarily due to the success of this year’s Jr. Livestock Auction which resulted in greater than anticipated purchases and correspondingly, payments to the participants.

32nd DAA OC Fair & Event Center

Year to DateBusiness Unit Financial Results

As of November 30, 2012

15.0

November 2012 YTD Contribution Margin by Business Unit

(5.0)

-

5.0

10.0

Self-Produced Events MktPlace PacAmp Overhead

$ in

mill

ion

s

(10.0)

YTD Actual YTD Budget

OC Fair & Event CenterCash Flow Summary by Business UnitYear to Date as of November, 2012


Actual Budget Actual BudgetContribution Margins:g

Self-Produced Events Business Unit 10.4 7.3 10.0 7.1

Events Business Unit 2.2 2.0 1.8 2.0

MarketPlace Business Unit 1.7 1.8 1.9 2.0

Pacific Amphitheatre Business Unit 2.0 1.4 2.0 1.4

Total Business Unit Contribution Margin 16.4 12.6 15.6 12.5

Net Overhead Expense (Cash) (7.2) (8.1) (6.8) (8.7)

Net Cash Provided (Used) Subtotal 9.2 4.6 8.8 3.8

Capital Expenditures (3.5) (2.0) (6.0) Balance Sheet Changes 0.5 0.3 -

Net Increase (Decrease) in Cash 6.2 4.6 7.1 (2.2)

20.00

25.00

Self-Produced Events Business UnitNovember 2012 YTD Contribution Margin

-10.00

-5.00

0.00

5.00

10.00

15.00


-15.00


Self-Produced Events Business UnitContribution Margin StatementYear to Date as of November, 2012



Admissions $7.3 $6.6 $7.8 $6.6Concessions 5.5 4.7 5.6 4.7Carnival 3.2 2.4 2.5 2.4Sponsorships 1.7 0.9 1.0 0.9Commercial Space 1.4 1.6 1.7 1.6Parking 1.7 1.5 1.7 1.5Other Revenue 0.9 0.7 1.0 1.0


Payroll/Related 3.8 3.8 3.9 4.0Outside Services 1.5 1.7 1.8 1.9Marketing/Related 1.6 1.4 1.5 1.4Supplies/Equipment/Rentals 1.9 1.9 1.9 1.9Attractions 1.1 1.2 1.1 1.2Other Expense 1.4 1.1 1.2 1.2



4 0

5.0

Year-Round Events Business UnitNovember 2012 YTD Contribution Margin

(2 0)

(1.0)

-

1.0

2.0

3.0

4.0


(3.0)

(2.0)


Year-Round Events Business UnitContribution Margin StatementYear to Date as of November, 2012



Rental of Facilities $1.1 $1.1 $1.0 $1.1Personnel Services 0.8 0.7 0.7 0.8Concessions 0.7 0.7 0.6 0.7Equipment Rentals 0.5 0.5 0.5 0.5Admissions/Parking 1.1 1.0 1.0 1.1Other Revenue 0.1 0.1 0.1 0.1


Payroll/Related 1.5 1.5 1.6 1.6Outside Services 0.1 0.2 0.1 0.2Supplies/Equipment/Rentals 0 1 0 1 0 1 0 1Supplies/Equipment/Rentals 0.1 0.1 0.1 0.1Facility/Related 0.3 0.2 0.3 0.3Marketing/Related 0.0 0.0 0.0 0.0Other Expense 0.0 0.0 0.1 0.0



2.0

Market Place Business UnitNovember 2012 YTD Contribution Margin

-

0.5

1.0

1.5


(0.5)



Market Place Business UnitContribution Margin StatementYear to Date as of November, 2012



Rental of Facilities $1.8 $1.8 $1.9 $2.0Other Revenue $0.0 $0.0 $0.0 $0.0

Total Direct Revenue $1.8 $1.8 $1.9 $2.0

Marketing/Related $0.0 $0.0 $0.0 $0.0Other Expense $0.1 $0.0 $0.0 $0.0

Total Direct Expense $0.1 $0.0 $0.0 $0.0


8.00

Pacific Amphitheatre Business UnitNovember 2012 YTD Contribution Margin

-4 00

-2.00

0.00

2.00

4.00

6.00


-6.00

-4.00


Pacific Amphitheatre Business UnitContribution Margin StatementYear to Date as of November, 2012



Ticket Sales $4.7 $4.3 $4.5 $4.3Facility Fee 0.8 0.7 0.8 0.7Concessions 0.4 0.4 0.4 0.4Parking 0.4 0.3 0.4 0.3Sponsorship 0.1 0.1 0.1 0.1Other Revenue 0.0 0.0 0.1 0.0


Performers' Fees 2.9 2.9 2.9 2.9Outside Services 0.5 0.4 0.5 0.4Marketing/Related 0.2 0.3 0.3 0.3gSupplies/Equipment/Rentals 0.3 0.3 0.3 0.3Payroll/Related 0.1 0.1 0.1 0.1Other Expense 0.2 0.2 0.2 0.2



-

1.0

Support Services/OutreachNovember 2012 YTD Net Overhead

(7.0)

(6.0)

(5.0)

(4.0)

(3.0)

(2.0)

(1.0)Actual Budget PY Actual

(9.0)

(8.0)

Direct Revenue Direct Expense Net Overhead

Support Services/Outreach Business UnitNet Overhead SummaryYear to Date as of November, 2012



Interest $0.1 $0.0 $0.0 $0.0Facility Rentals $0.1 $0.1 $0.1 $0.1Other Revenue $0.2 $0.1 $0.1 $0.1

Total Revenue $0.4 $0.2 $0.2 $0.2

Payroll/Related $4.8 $5.3 $4.0 $5.8Facility/Related $1.6 $1.6 $1.6 $1.7Supplies/Telephone/Postage $0.5 $0.5 $0.4 $0.5Outside Services $0.4 $0.5 $0.7 $0.5Insurance $0.2 $0.2 $0.2 $0.2Other Expense $0.2 $0.2 $0.1 $0.2

T t l E $7 6 $8 2 $7 0 $8 9Total Expense $7.6 $8.2 $7.0 $8.9

Net Overhead ($7.2) ($8.1) ($6.8) ($8.7)

Non-Cash Expenses:Depreciation Expense $2.7 $2.7 $2.8 $2.9 Total Non-Cash Expense $2.7 $2.7 $2.8 $2.9

Note: Includes education/outreach program expenditures of $800k

32nd D A A - OC Fair & Event CenterIncome Statement (Unaudited)Year to Date as of November, 2012

2012 Budget 2011 FullYear to Date Year to Date Budget Budget Year to Date Year over Year Year over Year 2012

Amount Amount $ Variance % Variance Amount $ Variance % Variance BudgetRevenuesAdmissions to Grounds 8,949,821$ 7,871,935$ 1,077,886$ 13.7% 9,151,583$ (201,762)$ -2.2% 7,871,935$ Commercial Space Rental Revenue 1,360,465 1,610,090 (249,626) -15.5% 1,680,568 (320,104) -19.0% 1,610,090 Carnival and Concessions Revenue 9,031,185 7,484,818 1,546,367 20.7% 8,430,320 600,865 7.1% 7,530,834 Exhibits Revenue 98,475 92,071 6,404 7.0% 71,432 27,043 37.9% 92,071 Attractions Revenue 4,095,657 3,933,550 162,107 4.1% 4,156,139 (60,482) -1.5% 4,147,914 Miscellaneous Revenue 4,293,657 3,035,678 1,257,979 41.4% 3,649,287 644,370 17.7% 3,056,153 Total OCFEC-Produced Event Revenue 27,829,260 24,028,143 3,801,116 15.8% 27,139,328 689,932 2.5% 24,308,998

Facility Rental Revenue 2,928,133 2,893,900 34,233 1.2% 2,931,977 (3,844) -0.1% 3,140,100 Other Event Revenue 3,326,313 3,072,560 253,753 8.3% 3,054,260 272,053 8.9% 3,170,560 Equestrian Center Revenue 97,121 59,850 37,271 62.3% 63,140 33,982 53.8% 66,500 Horse Show Revenue - - - N/A - - N/A - Other Operating Revenue 133,516 87,310 46,207 52.9% 119,656 13,860 11.6% 92,685 Total Rental Revenue 6,485,083 6,113,619 371,464 6.1% 6,169,032 316,051 5.1% 6,469,844

Interest Earnings 64,353 37,500 26,853 71.6% 47,558 16,795 35.3% 40,000 Grants 158,018 - 158,018 N/A - 158,018 N/A - Revenue from Sale of Assets - - - N/A - - N/A - Other Non-Operating Revenue 34,287 75,000 (40,714) -54.3% 55,132 (20,846) -37.8% 75,000 Prior Year Revenue (2,249) - (2,249) N/A 97,241 (99,490) -102.3% - Total Non-Operating Revenue 254,409 112,500 141,909 126.1% 199,931 54,478 27.2% 115,000

Total Revenue 34,568,752$ 30,254,262$ 4,314,489$ 14.3% 33,508,291$ 1,060,461$ 3.2% 30,893,842$

ExpensesPayroll and Related Expense 10,119,530$ 10,722,686$ 603,156$ 5.6% 9,647,653$ (471,877)$ -4.9% 11,478,882$ Professional Services Expense 2,524,716 2,811,054 286,338 10.2% 3,038,895 514,178 16.9% 3,064,009 Directors Expense 11,761 12,100 339 2.8% 9,109 (2,652) -29.1% 12,600 Insurance Expense 199,008 223,317 24,309 10.9% 218,262 19,253 8.8% 241,427 Telephone & Postage Expense 136,273 148,108 11,835 8.0% 143,779 7,506 5.2% 159,810 Supplies and Equipment Expense 2,711,087 2,688,137 (22,949) -0.9% 2,635,698 (75,388) -2.9% 2,752,715 Facility and Related Expense 2,906,721 2,606,911 (299,810) -11.5% 2,623,647 (283,074) -10.8% 2,808,884 Publicity & Related Expense 1,921,900 1,726,058 (195,842) -11.3% 1,742,151 (179,749) -10.3% 1,750,088 Attractions Expense 4,015,147 4,131,538 116,391 2.8% 3,947,016 (68,131) -1.7% 4,192,538 Other Self-Prod Event Expense 270,580 185,352 (85,228) -46.0% 221,510 (49,070) -22.2% 189,852 Premium Expense 115,470 105,681 (9,789) -9.3% 97,509 (17,961) -18.4% 105,681 Other Operating Expense 351,159 338,770 (12,389) -3.7% 262,745 (88,415) -33.7% 356,458 Total Operating Expense 25,283,353 25,699,713 416,360 1.6% 24,587,974 (695,379) -2.8% 27,112,944

Depreciation Expense 2,670,964 2,670,965 1 0.0% 2,798,639 127,676 4.6% 2,913,780 F&E Funded Expenditures - - - N/A - - N/A - Loss on Sale of Asset - - - N/A - - N/A - Debt Service - - - N/A - - N/A - Prior Year Expense 133,215 - (133,215) N/A 74,048 (59,168) N/A - Total Non-Operating Expense 2,804,179 2,670,965 (133,214) -5.0% 2,872,687 68,508 2.4% 2,913,780

Total Expense 28,087,532$ 28,370,678$ 283,146$ -3.4% 27,460,661$ (626,871)$ -0.4% 30,026,724$

Net Proceeds 6,481,220$ 1,883,584$ 4,597,636$ 244.1% 6,047,630$ 433,590$ 7.2% 867,118$

32nd D A A - OC Fair & Event CenterBalance Sheet (Unaudited)November, 2012

2012 2011AssetsCash 721,717$ 1,039,917$ Investments 23,008,198 17,141,608 Accounts Receivable 383,806 366,155 Reserve for Bad Debt (29,755) (124,181) Prepaid Assets 70,920 (68,408) Current Assets 24,154,885 18,355,091

Deferred Expenses 28,029 15,401 Capital Projects in Process 5,227,194 2,430,968 Land 133,553 133,553 Buildings and Improvements 32,205,259 34,065,034 Equipment 1,117,172 1,711,553 Long Term Assets 38,711,207 38,356,510

Total Assets 62,866,092$ 56,711,601$

LiabilitiesAccounts Payable 539,916$ 326,768$ Deferred Revenue 300,990 266,539 Other Payroll Deductions 235,432 286,939 Deposits 30,000 38,000 Other Liabilities 174 - Short Term Liabilities 1,106,512 918,246

Compensated Absence Liability 1,017,254 980,248 Long Term Debt - - Long Term Liabilities 1,017,254 980,248

Total Liabilities 2,123,766 1,898,494

ResourcesInvestment in Capital Assets 38,683,178 38,367,925 Net Resources - Designated Use 742,012 797,419 Restricted Capital 250,000 - Net Resources Available for Operations 14,560,392 9,576,152 Net Resources - Auction Fund 25,525 23,981

54,261,107 48,765,477 Net Proceeds from Operations 6,481,220 6,047,630 Total Resources 60,742,326 54,813,107

Total Liabilities and Net Resources 62,866,092$ 56,711,601$

32nd DAA - OC Fair & Event Center

Cash Flows from Operating Activities: YTD 2012

Net Proceeds $6,481,220

Non-Cash Expenses: Depreciation Expense 2,670,964 Loss on Disposal of Assets 0

Balance Sheet Activity: (Incr) Decr in Accounts Receivable 225,498 (Incr) Decr in Other Assets 106,254 Incr (Decr) in Accounts Payable 134,686 Incr (Decr) in Other Accrued Liabilities 32,831 Subtotal 499,269

Net Cash Provided (Used) by Operating Activities 9,651,453

Cash Flows from Investing Activities:

(Incr) Decr in Buildings & Improvements 0 (Incr) Decr in Equipment 0 (Incr) Decr in Construction in Progress -3,490,714

Net Cash Provided (Used) by Investing Activities (3,490,714)

Net Increase (Decrease) in Cash $6,160,739

Cash at Beginning of Year 17,569,176

Cash at End of Period $23,729,915

Statement of Cash Flows (Unaudited)Year to Date as of November 30, 2012

Remaining

(218,835.13)(12,770.00)

5,150.0072,646.3810,128.0040,000.002,305.85

17,508.66(959.50)

(2,134.84)3,805.849,000.00

(12,988.96)(597.42)(418.90)

77,060.0010,000.00

(216.00)3,536.00

21,613.5437,860.32

113,000.0012,101.9061,199.32

2,227,557.562,475,552.62

(3,017.00)(3,017.00)

3,629.903,214.08

24,000.005,778.60

26,000.00(310.00)

(8,779.52)18,000.0020,000.00

(54,782.04)36,751.02

2,509,286.64

Total Equipment 241,000.00 204,248.98

Total Capital Expenditures 6,000,000.00 3,490,713.36

Bldg 10: Screen Curtains 20,000.00 0.00Currency Scanners 0.00 54,782.04

Exhibit Equipment 50,000.00 58,779.52Enviro Valve: Maint Yard 18,000.00 0.00

Carts: For Folding Chairs 26,000.00 0.00Gull Wing Panels 15,000.00 15,310.00

Gate 2.5: Ticket Sales Booths 24,000.00 0.00Fork Lift 40,000.00 34,221.40

EquipmentCarts: Maintenance Utility 36,000.00 32,370.10Carts: Box Office Passenger 12,000.00 8,785.92

Carnival ImprovementsCarnival Improvements 0.00 3,017.00Total Carnival Improvements 0.00 3,017.00

Pac Amp Renovation 2,500,000.00 272,442.44Total Buildings and Improvements 5,759,000.00 3,283,447.38

Electrical Upgrade 20,000.00 7,898.10Gate 7: Remodel 70,000.00 8,800.68

Gate 1: Landscape Renovation 45,000.00 7,139.68Gate 2.5: Parking Sales Structure 113,000.00 0.00

Bldg 14: Roof Repair 39,000.00 35,464.00Main Line: Valve Repairs 34,000.00 12,386.46

EQC: Wash Rack Cover 10,000.00 0.00Court Yard: Roof Replacement 0.00 216.00

Bldg 12: Glass Doors 15,000.00 15,418.90Court Yard: Remodel 78,000.00 940.00

Main Yard: Enclosure 11,000.00 23,988.96Bldg 10: Transom Doors 30,000.00 30,597.42

Surveillance System 15,000.00 11,194.16Bird Abatement 9,000.00 0.00

Fiber Upgrade 20,000.00 20,959.50Public Address System 15,000.00 17,134.84

Automated Door Locks 15,000.00 12,694.15Building Signs 40,000.00 22,491.34

Bldg 10: Paint Interior 20,000.00 9,872.00Millennium Barn: Paint Exterior 40,000.00 0.00

Pac Amp Berm Study 0.00 (5,150.00)Gate 1: Asphalt Repair 120,000.00 47,353.62

Buildings and ImprovementsBlue Skies Main Mall Renovation 2,500,000.00 2,718,835.13Lot D Tree Line 0.00 12,770.00

32nd D A A - OC Fair & Event CenterCapital Expenditures Spending

November, 2012

2012 2012 2012Description Budget Spent

Check No. Date Vendor Name Amount

E1000251441 12/1/2012 Public Employees Retirement System 90,869.24

71492 12/7/2012 Accountemps 927.12

71493 12/7/2012 All American Asphalt, Inc. 282.44

71494 12/7/2012 American Express 764.26

71495 12/7/2012 American Express 3,022.76

71496 12/7/2012 ASSI Security 4,425.00

71497 12/7/2012 A.T. Construction, Inc. 4,500.00

71498 12/7/2012 AT&T 717.52

71499 12/7/2012 Blue Cross Of California 13,809.22

71500 12/7/2012 Blue Shield Of California 34,093.52

71501 12/7/2012 Boyd & Associates 244.44

71502 12/7/2012 Clipper Magazine, LLC 1,512.00

71503 12/7/2012 Commercial Cleaning Systems, Inc. 2,262.96

71504 12/7/2012 Voided 0.00

71505 12/7/2012 CPMG 1,603.50

71506 12/7/2012 Department of Forestry & Fire Protection 4,900.00

71507 12/7/2012 Voided 0.00

71508 12/7/2012 Voided 0.00

71509 12/7/2012 The Expo Pros 420.00

71510 12/7/2012 Franchise Tax Board 629.20

71511 12/7/2012 Kaiser Permanente 23,594.47

71512 12/7/2012 Kennah Construction, Inc. 3,995.00

71513 12/7/2012 Lisa Sexton 6,723.62

71514 12/7/2012 Mesa Consolidated Water District 14,171.00

71515 12/7/2012 Orange County Treasurer‐Tax Collector 29,926.60

71516 12/7/2012 Orange County Sheriff Levying Officer 390.53

71517 12/7/2012 Orange County Tax Collector 19,516.28

71518 12/7/2012 Ovations FanFare, LP 520.00

71519 12/7/2012 Platinum Resource Group 1,608.00

71520 12/7/2012 Research Design Specialists 797.00

71521 12/7/2012 State Disbursement Unit 953.00

71522 12/7/2012 Suck‐It Up 94.82

71523 12/7/2012 Sugar Plum Festivals 1,103.00

71524 12/7/2012 The Gas Company 561.85

71525 12/7/2012 Marie Torres 149.23

71526 12/7/2012 Travel Zoo, Inc. 3,624.00

71527 12/7/2012 Voided 0.00

71528 12/7/2012 Ware Disposal, Inc. 3,410.79

71529 12/7/2012 Williams Scotsman, Inc. 1,093.67

E119491228 12/7/2012 California Fairs Financing Authority 940.00

E121112 12/11/2012 PAYPAL, INC. 59.95

71530 12/12/2012 Accountemps 1,545.20

71531 12/12/2012 Blue Cross Of California 13,809.22

OC Fair & Event Center Accounts Payable Check Summary

December 2012

Page 1 of 3



December 2012

71532 12/12/2012 Corey Bordes 54.00

71533 12/12/2012 Department Of General Services 171.73

71534 12/12/2012 Department of Technology Services 1,495.93

71535 12/12/2012 Dan Gaines 451.02

71536 12/12/2012 Disney Resorts 266.75

71537 12/12/2012 Eisel Enterprises, Inc. 690.68


71539 12/12/2012 Kaiser Permanente 23,594.47

71540 12/12/2012 Loomis Armored US, LLC 63.00

71541 12/12/2012 Manatt, Phelps & Phillips, LLP 18,863.95

71542 12/12/2012 Evy Young 207.44

71543 12/12/2012 State Personnel Board 6,065.00

71544 12/12/2012 Peter James Riojas 280.00

71545 12/12/2012 Pinnacle Petroleum, Inc. 1,673.13


71547 12/12/2012 Rick's Pick's 424.53

71548 12/12/2012 South Coast Striping, Inc. 450.00

71549 12/12/2012 Voyager Fleet Systems Inc. 101.91

E110333401 12/12/2012 California Fairs Financing Authority 516.00

E119223308 12/13/2012 California Fairs Financing Authority 36,573.30

71550 12/20/2012 Aquatic Service, Inc. 195.00

71551 12/20/2012 AT&T 30.86

71552 12/20/2012 AT&T 100.00

71553 12/20/2012 B & L Productions 270.70

71554 12/20/2012 BurrellesLuce 159.30

71555 12/20/2012 Cision US, Inc. 1,041.24

71556 12/20/2012 Commercial Cleaning Systems, Inc. 53.88

71557 12/20/2012 CR&A Custom, Inc. 1,431.96

71558 12/20/2012 Department Of General Services 56,372.00

71559 12/20/2012 Eisel Enterprises, Inc. 549.53


71561 12/20/2012 Herpetorama, Inc. DBA Repticon 451.00

71562 12/20/2012 Intelius Screening Solutions LLC 225.00

71563 12/20/2012 Jennifer La Pean 38.29

71564 12/20/2012 Keith Holbrook 87.50

71565 12/20/2012 KVEA Channel 52 2,557.50

71566 12/20/2012 Lisa Sexton 6,250.00

71567 12/20/2012 Lopez Works, Inc. 19,487.50

71568 12/20/2012 Manatt, Phelps & Phillips, LLP 1,221.44

71569 12/20/2012 Medical & Safety Management, Inc. 418.00

71570 12/20/2012 Orange County Sheriff Levying Officer 393.83

71571 12/20/2012 Pacific Clippings 59.00


Page 2 of 3



December 2012

71573 12/20/2012 Red Wing Hatchery 89.60

71574 12/20/2012 Rick's Pick's 7,300.06

71575 12/20/2012 Robin Wachner 76.00

71576 12/20/2012 Voided 0.00

71577 12/20/2012 State Disbursement Unit 953.00

71578 12/20/2012 Tampico Spice Co., Inc. 1,008.00

71579 12/20/2012 The Leukemia & Lymphoma Society 385.00

71580 12/20/2012 Verizon Wireless 1,690.51

71582 12/21/2012 EDB Consulting, LLC 3,750.00

71583 12/21/2012 G‐Force 1,553.50

71584 12/21/2012 Vartan & Son Trucking 6,350.00

71585 12/21/2012 Helm& Sons Inc. 7,500.00

71581 12/21/2012 Roy Englebrecht Promotions 3,185.75

71586 12/28/2012 A & H Refrigeration, Inc. 365.88

71587 12/28/2012 AT&T 3,453.17

71588 12/28/2012 California Fair Services Authority 151,665.43

71589 12/28/2012 City of Costa Mesa 824.28

71590 12/28/2012 Commercial Cleaning Systems, Inc. 1,400.88

71591 12/28/2012 CPMG 600.00


71593 12/28/2012 Jerry Liu & Associates 1,175.00

71594 12/28/2012 Medical & Safety Management, Inc. 199.50

71595 12/28/2012 Mesa Consolidated Water District 9,389.00

71596 12/28/2012 Orange County Treasurer‐Tax Collector 26,294.17

71597 12/28/2012 Pinnacle Landscape Company 4,457.00

71598 12/28/2012 Pitney Bowes Inc. 575.39


71600 12/28/2012 Roy Englebrecht Promotions 2,618.96

71601 12/28/2012 Sound Media Fusion, LLC 10,000.00

732,808.71Total:

Page 3 of 3


December 13, 2012 Michael McDonald 1528 W. Weymouth Place San Pedro, CA 90732 Mr. McDonald, Regarding your recent correspondence, thank you for your comments and concerns about the petting zoo at the 2012 OC Fair. As an Agricultural District, the safety and welfare of animals at the annual Fair is of primary concern to our Board and staff. We take great pride in the standards and conditions adhered to by our staff and our partners pertaining to animal and livestock exhibits at the Fair. Your letter has been forwarded the Board of Directors and Fair staff. Thank you again for your comments. Sincerely, Douglas La Belle Board Chair OC Fair & Event Center cc: Jerome Hoban, OCFEC Chief Executive Officer

MINUTES OF OCFEC BOARD OF DIRECTORS MEETING HELD DECEMBER 20, 2012

1. CALL TO ORDER:

Chair La Belle called the meeting to order at 9:01 a.m. 2. MISSION STATEMENT: Chair La Belle recited the OCFEC Mission Statement. 3. PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance was recited by Director Dodge and roll call taken by Jeff Willson.

4. DIRECTORS PRESENT: Chair La Belle, Vice Chair Tkaczyk, Director Tucker, Director Dodge, Director Jahangiri, Director Berardino, Director Mouet, and Director Aitken DIRECTORS ABSENT/EXCUSED: Director Ellis

OTHERS PRESENT: Jerome Hoban, OCFEC CEO; Sharon Augenstein, OCFEC CFO; Michele Richards, OCFEC Chief Business Development Officer; Gary Hardesty, OCFEC Chief Technology & Production Officer; Larry Sasson; Jeff Willson, OCFEC; Marlene Apodaca, court reporter; Roger Grable; Tom Skane; Mike Kerr, Pacific Symphony; Steve Beazley, Pacific Symphony; Jeff Teller, OCMP; Ryan Miller, OCMP; Jill Lloyd, OCMP; Joan Hamill, OCFEC Director of Community Relations; Dan Joyce, City of Costa Mesa; Rich Pagel, Orange Coast College; Dennis Harkins, Orange Coast College; Doug Bennett, Orange Coast College; Stewart Suchman, OCMP; Howard Sandler, OCFEC Director of Events; Jason Jacobsen, OCFEC Director of Technology; Nick Buffa, OCFEC; Roy Englebrecht, OC Fight Club; Ed Buck, OCFEC; Greg Ridge; Theresa Sears; Jim Mosher; Chris Lopez, RCS; Kevin Coy; Ed Buck

5. CEO’S OPERATIONAL UPDATE Jerome Hoban, OCFEC CEO, introduced Mike Kerr, Chair-elect of Pacific Symphony, who discussed the Pacific Symphony Music Festival. Hoban then introduced Dr. Rich Pagel, Vice President of Administrative Services of Orange Coast College, to discuss the construction of a shared parking structure at OCFEC. Chair La Belle suggested that the study of the parking structure be agendized for the January meeting.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING DECEMBER 20, 2012, PAGE 2 OF 6

Hoban then announced that Barrett-Jackson will not be having a California event in 2013 with hope of returning in 2014. Hoban then discussed the timeline for the Pacific Amphitheatre Phase I and discussed correspondence from the Centennial Farm Foundation announcing their slate of Board members. Michele Richards, OCFEC Chief Business Development Officer, presented a preview of the OC Fair New Year’s Eve Block Party. Richards then presented the 2013 OCFEC Holiday e-card.

7. MINUTES:

Chair La Belle moved the approval of Minutes forward on the agenda. A. Board Meeting held on October 25, 2012

Action Item ACTION: Director Mouet motioned and Director Aitken seconded to review and approve the minutes from the Board meeting held October 25, 2012. MOTION PASSED WITH DIRECTOR DODGE ABSTAINING

6. PUBLIC COMMENT

Jeff Teller, OCMP, wished the Board happy holidays and a happy new year and looked forward to the Block Party. Roy Englebrecht, OC Fight Club, recapped the 2012 OC Fight Club season and discussed the 2013 season. He then expressed interest in booking an event during the now vacant Barrett-Jackson weekend.

8. CONSENT CALENDAR

A. Standard Agreements: SA-252-12NY; SA-253-12NY; SA-254-12NY; SA-255-12NY; SA-256-12NY; SA-257-12SP; SA-258-12SP; SA-259-12SP; SA-260-12NY; SA-261-12NY; SA-262-12NY; SA-263-12NY; SA-264-12NY; SA-21-13AM; SA-22-13PA

B. Amendments: SA-22-07TD; SA-50-11CS; SA-129-12PS C. Interagency Agreements: OCF-02-13IA D. Rental Agreements: R-186-12; R-189-12; R-190-12; R-192-12;

R-193-12; R-194-12; R-195-12; R-199-12; R-213-12; R-217-12;


R-222-12; R-232-12; R-233-12; R-234-12; R-235-12; R-002-13; R-003-13; R-004-13; R-005-13; R-006-13; R-007-13; R-009-13; R-010-13; R-011-13; R-014-13; R-016-13; R-017-13; R-018-13; R-019-13; R-019-13; R-019-13; R-019-13; R-019-13; R-020-13; R-026-13; R-044-13; R-046-13; R-047-13; R-051-13; R-053-13; R-060-13; R-065-13; R-066-13; R-067-13; R-068-13; R-069-13; R-070-13; R-071-13; R-072-13; R-073-13; R-074-13; R-075-13; R-076-13; R-077-13; R-078-13; R-079-13; R-080-13; R-081-13; R-082-13; R-083-13; R-084-13; R-085-13; R-086-13; R-093-13; R-094-13; R-097-13

E. Active Joint Powers Authority Agreements ACTION: Director Tucker motioned and Director Mouet seconded to review and approve the Consent Calendar with the exception of SA-21-13AM and SA-22-13PA. MOTION PASSED UNANIMOUSLY Michele Richards discussed agreement SA-21-13AM and Gary Hardesty discussed agreement SA-22-13PA. ACTION: Director Tucker motioned and Director Jahangiri seconded to review and approve SA-21-13AM and SA-22-13PA. MOTION PASSED UNANIMOUSLY Greg Ridge spoke against SA-50-11CS, Redpoint Consulting. Gary Hardesty, OCFEC Chief Technology and Production Officer, explained that he contract with Redpoint Consulting was a not to exceed amount on the final option year and management had not utilized the consulting services since 2010.

9. GOVERNANCE PROCESS:

A. Committee Reports Information Item

Director Aitken updated the Board on the Workers Memorial Committee. OCFEC intends to issue the RFP in mid-January.

B. Fair Sale Review Committee Update Information Item Hoban presented the update. The Committee meeting scheduled for Nov. 1 cancelled, but reconvened on Nov. 14 and Dec. 11. Mike McCrary and Theresa Sears will continue interviews. Mike McCrary, Sandy Genis and Theresa Sears will draft report for review by the


Committee on Jan. 8 with the final report to be presented to the Board on Jan. 17

C. The 32nd District Agricultural Association Board of Directors delegates authority to the Board Chair and the Chief Executive Officer to approve STD.27 (Discharge from Accountability) applications. All approvals are to be submitted to the Board of Directors for review at subsequent meetings. Action Item

Hoban presented the item. ACTION: Director Dodge motioned and Director Mouet seconded to revise policy to delegate authority to the Board Chair and the Chief Executive Officer to approve STD. 27 (Discharge from Accountability) applications. All approvals are to be submitted to the Board of Directors for review at subsequent meetings. Additionally, the Board directs staff to look into the use of a collection agency to pursue delinquent debts. MOTION PASSED UNANIMOUSLY

D. 2013 OCFEC Operating Budget Action Item Sharon Augenstein, OCFEC CFO, presented staff recommendations and points of discussion based upon recommendations from the Financial Monitoring Committee. Director Jahangiri, representing the Financial Monitoring Committee, recapped the meeting. Chair La Belle suggested that the Barrett-Jackson Committee reach out to Barrett-Jackson to see if an agreement can be reached for 2013. Augenstein noted that the projected 2013 Revenues would need to be adjusted by approximately $500,000 due to the loss of the Barrett-Jackson event. Director Berardino expressed concern about raising admission prices in the current economy. Director Aitken understood Director Berardino’s concerns but suggested that the organization needs to protect the bottom line and requires a serious discussion for 2013. She suggested a $7 price point for Youth/Senior instead of $8.


Director Jahangiri suggested accepting the staff recommendation as a whole. Reggie Mundekis thanked staff for their budget presentation and suggested that OCFEC provide a discount to union members. Greg Ridge spoke against the price increase. Jim Mosher requested clarification on some of the numbers presented in the budget document. Director Mouet suggested an increase in parking rates but agreed that admission should not be raised for another year. Director Jahangiri stressed that fact that OCFEC has to realize a profit to help maintain the property. ACTION: Director Tucker motioned and Director Aitken seconded to approve the 2013 OCFEC Operating Budget with the extraction of the Barrett-Jackson revenues. MOTION FAILED WITH CHAIR LA BELLE, DIRECTOR TKACZYK, DIRECTOR BERARDINO AND DIRECTOR MOUET VOTING NO Director Mouet offered a substitute motion to accept the 2013 OCFEC Operating Budget with the exception of the admission increases and the Barrett-Jackson revenues. ACTION: Director Mouet motioned and Director Berardino seconded to approve the motion to substitute the previous motion. MOTION FAILED WITH DIRECTOR TUCKER, DIRECTOR DODGE, DIRECTOR AITKEN, AND DIRECTOR JAHANGIRI VOTING NO. Director Mouet suggested increasing parking rates from $7 to $9 and Vice Chair Tkaczyk suggested increasing the parking rate to $10, while freezing admission rates. ACTION: Vice Chair Tzaczyk motioned and Director Berardino seconded to approve the 2013 OCFEC Operating Budge with no changes to 2013 Fair admission or Super Pass rates, increase parking from $7 to $10, and the extraction of the Barrett-Jackson revenues. ACTION PASSES UNANIMOUSLY

10. CLOSED SESSION

Meeting adjourned to Closed Session at 11:24 a.m. and resumed at 12:08 p.m.


Vice Chair Tkaczyk reconvened the meeting.

Roger Grable, OCFEC legal counsel, reported that no actions and that there was nothing to report out of closed session.

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

Director Aitken, Director Mouet, Director Dodge, Director Berardino and Vice Chair Tkaczyk offered holiday greetings to staff Director Jahangiri thanked staff and the rest of the board, noting that it may be his last meeting as a Board member. Director Tucker complimented the Financial Monitoring Committee and staff on their work on the 2013 budget.

12. NEXT BOARD MEETING: JANUARY 17, 2013 13. ADJOURNMENT

Meeting adjourned at 12:10 p.m.

______________________________________ Doug La Belle, Chair _______________________________________ Jerome Hoban, Chief Executive Officer

OC FAIR & EVENT CENTERCONTRACTS FOR BOARD APPROVAL

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT

SA-265-12MA A & H Refrigeration, Inc. Quarterly Preventative Maintenance Services on all HVAC Equipment Year Round 12/17/12 - 12/16/13 $18,400.00

SA-266-12NY International Speedway, Inc. Equipment Operators to Prepare Grandstand Arena for Block Party & Youth Expo Demolition Derby Events & Replace Speedway Track

New Year's Eve 12/29/12 - 04/16/13 $5,706.00

SA-267-12NY Sunnyside Promotions Block Party Demolition Derby Event in Grandstand Arena New Year's Eve 12/31/12 - 01/03/13 $17,500.00

SA-23-13PA The Fab Four Corp The Fab Four, performing in the Pacific Amphitheatre during the 2013 OC Fair

Fair 08/03/13 $25,000.00

SA-24-13PS Loomis Armored US, LLC Armored Transport Services for Interim Events and 2013 OC Fair Year Round 01/01/13 - 12/31/13 $9,375.07

SA-26-13PS Manatt, Phelps & Phillips, LLP Legal Services for the OC Fair & Event Center Year Round 03/01/13 - 02/28/14 $200,000.00

SA-28-13PS LVR International To Conduct Parking Study Services to Assess Existing Conditions and Provide Recommendations

Year Round 02/15/13 - 02/14/14 $67,895.00

Amendments

SA-82-09FV Pacific Building Care dba Commercial Cleaning Systems, Inc.

Facility and Venue Cleaning Services Year Round 04/01/13 - 12/31/14 3rd Option Year

$323,151.06

Interagency Agreements

OCF-01-13IA Coast Community College District Utilize Parking Lots at Orange Coast College during the OC Fair and in trade OCC utilizes OC Fair parking Lot E August through May

Year Round 01/01/13 - 12/31/13 Trade Value

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-265-12MA REGISTRATION NUMBER 1256934

1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME

32ND DISTRICT AGRICULTURAL ASSOCIATION CONTRACTOR'S NAME

A & H REFRIGERATION, INC.

2. The term of this 12/17/12 through 12/16/13 FED ID: Agreement is:

3. The maximum amount of this Agreement is: $18,400.00

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

Exhibit A – Scope of Work – To provide quarterly preventive maintenance services, on all Page 1 – 3 HVAC equipment indicated in this contract. See Page 2 for additional Scope of Work. Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 4 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 5 – 8 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 9 – 12 Exhibit - D* Special Terms and Conditions Exhibit E – Inventory of Equipment (Attached hereto as part of this agreement) Pages 13 – 14 Exhibit F – Insurance Requirements (Attached hereto as part of this agreement) Pages 15 – 16 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR California Department of General Services Use Only

CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)

A & H REFRIGERATION, INC. BY (Authorized Signature)

DATE SIGNED(Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

Anthony Le, Service Manager ADDRESS 9561 Ingram Avenue, Garden Grove, CA 92844 (714) 800-9888

STATE OF CALIFORNIA AGENCY NAME 32ND DISTRICT AGRICULTURAL ASSOCIATION BY (Authorized Signature)


PRINTED NAME AND TITLE OF PERSON SIGNING Exempt per: Jerome P. Hoban, Chief Executive Officer

ADDRESS

88 Fair Drive, Costa Mesa, CA 92626

SA-265-12MA A & H REFRIGERATION, INC. PAGE 2

EXHIBIT A – SCOPE OF WORK

CONTRACTOR AGREES:

1. To provide “Preventive Maintenance” service necessary to keep the equipment in good operating order. Service includes: a. Quarterly maintenance on operational equipment in Exhibit E b. Air Filter and Belt Service c. Annual change of all belts on applicable operational equipment in Exhibit E d. Annual chemical cleaning of condenser coils on applicable operational equipment in Exhibit E e. Replace system air filters (pleated 30% or better) f. Check compressors and motors for proper AMP draw g. Inspect fan belts and pulleys and tighten as needed h. Check condenser pans and drains for leaks and blockages i. Check all fluid levels j. Lubricate bearings and motors k. Check heat exchangers and refrigerant piping l. Inspect electrical components and connections and tighten as needed m. Inspect operation and safety controls n. Check motor and fan bearing temperatures o. Check for proper temperature split

2. To provide the scheduled maintenance service to be performed quarterly. Preventative Maintenance must be completed

within five (5) business days from the time it is scheduled. 3. To provide service whenever needed, 24 hours a day, 7 days a week within a two (2) hour response time. 4. To give preferred customer discounted repair labor rates as follows:

a. $78.00 per hour regular time b. $117.00 per hour overtime (after 5:00 p.m. and weekends)

5. To use only qualified personnel directly employed or supervised by Contractor. 6. To furnish District with a copy of the service technician’s report indicating what repairs, if any, are necessary resulting from

each inspection. 7. To improve or repair the equipment upon proper authorization from the District. 8. To turn over to District’s agent all old, defective parts upon replacement, upon request. 9. To take all reasonable precautions to avoid damage to property and injury to persons. 10. To provide supervisory assistance when needed. 11. To instruct the District in the basic operation and ma intenance of the HVAC e quipment, which will provide the best

operating system efficiency for maximum energy savings, fewer breakdowns and extended equipment life. 12. All service and or repair parts not covered under this agreement must be presented as a quotation to the District in writing

and be approved by District Management before any work can commence. 13. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty

(30) days prior to the date when such termination shall become effective. Suc h termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

STATE AGREES:

1. To operate the equipment in accordance with the manufacturer’s and Contractor’s instruction and p romptly notify Contractor of any unusual operating conditions.

2. To permit reasonable timely access to the building, keep equipment rooms free of material extraneous of said systems,

move any items needed to gain access to equipment and permit use of existing storage areas, ship facilities and building services.

SA-265-12MA A & H REFRIGERATION, INC. PAGE 3 STATE AGREES (CONT.):

3. To be responsible and pay extra for all service labor and materials that may be required due to an electrical failure, low voltage, burn out of main branch fuses, low water pressure or other work excluded from this agreement.

4. To provide a water source with hose bib on the roof, no more than 100 feet from the farthest unit for coil cleaning when

required.

5. Not to make Contractor responsible for replacement of any non moving parts, parts that are obsolete or when original design changes are necessary.

6. That the Contractor’s responsibilities will not include the following:

a. Cabinets, insulation, ductwork, air balance b. Recording instruments, gauges or thermometers c. Water, drain, steam and electrical lines beyond the equipment itself. d. Repairs due to freezing or from contaminated atmosphere or water. e. Repairs on any non moving parts, unless done as an extra to the agreement. f. Boiler tubes, sections, refractory materials, heat exchanger, coils, smoke stacks, breeching or s torage tanks and/or

obsolescence of equipment. g. Changes, repairs or corrections to equipment due to design, governmental code or insurance requirements.

7. That the Contractor’s scope of work shall not include the identification, detection, abatement, encapsulation or removal of

asbestos or other products or materials containing asbestos or similar hazardous substances. In the event Contractor may encounter any such materials in p erforming its w ork, Contractor has the right to discontinue work and remove its employees until the hazard is corrected or it is determined that no hazard exists.

8. To pay the Contractor a total sum not to exceed EIGHTEEN THOUSAND FOUR HUNDRED DOLLARS ($18,400.00) upon

satisfactory completion of services herein required and upon receipt of proper invoice, based upon the following payment schedule:

December March June September $4,600.00 $4,600.00 $4,600.00 $4,600.00

SA-265-12MA A & H REFRIGERATION, INC. PAGE 4

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS

BUDGET DETAIL:

District Account # 5302-20

PAYMENT PROVISIONS:

Net 30 upon satisfactory completion of services herein required and upon receipt of proper invoice. All invoices are to be itemized, include the District’s Purchase Order (PO) number 43592 and be addressed as follows: OC Fair & Event Center Attn: Accounts Payable 88 Fair Drive Costa Mesa, CA 92626

SA-265-12MA A & H REFRIGERATION, INC PAGE 13

EXHIBIT E – INVENTORY OF EQUIPMENT

UNIT # LOCATION MANUFACTURER MODEL # SERIAL # PURCHASED TONS/HP

010-0 Building 10 Office YORK B1HA030A06B (S)NOL4140081 11/5/2005 2.5 010-1 Building 10 CARRIER 50PQ-016-520MA 1695F43770 15 010-2 Building 10 CARRIER 50PQ-016-520MA 1395F40477 15 010-3 Building 10 CARRIER 50PQ-016-520MA 1695F43771 15 010-4 Building 10 CARRIER 50PQ-016-520MA 1295F39305 15 010-5 Building 10 CARRIER 50PQ-016-520MA 1695F43772 15 010-6 Building 10 CARRIER 50PQ-016-520MA 1695F43774 15 010-7 Building 10 CARRIER 50PQ-016-520MA 1395F40478 15 010-8 Building 10 CARRIER 50PQ-016-520MA 1695F43773 15 012-1 Building 12 CARRIER 50LJQO12-531GA 3595G30396 10 012-2 Building 12 CARRIER 50LJQO12-531GA 1795G30331 10 012-3 Building 12 CARRIER 50LJQO12-531GA 3595G30414 10 012-4 Building 12 CARRIER 50LJQO12-531GA 1795G30335 10 012-5 Building 12 CARRIER 50LJQO12-531GA 3595G30397 10 012-6 Building 12 CARRIER 50LJQO12-531GA 1795G30337 10 012-7 Building 12 CARRIER 50LJQO12-531GA 1795G30337 10 012-8 Building 12 CARRIER 50LJQO12-531GA 1795G30336 10

012-Ra Building 12 Restaurant YORK F-RP042H06A EEFS116587

012-Ra Building 12 Restaurant GOODMAN CK36-1C 9704014606

015-1 Building 15 YORK HP060X1021G WOH5805045 5 015-2 Building 15 YORK EIRA060S25H WOD6205541 5 015-3 Building 15 YORK E4FD060206A MKNWOEA4EO 5 015-4 Building 15 YORK EIRA060S25H WOD6146187 5 017-1 Building 17 CARRIER 48VLNA6009050 1612C31227 5/1/2012 017-2 Building 17 CARRIER 48VLNA6009050 1312C29448 5/1/2012 018-1 Building 18 CARRIER 48PGLM16-DE50-HV 48PGLM16-DE50-HV 4/1/2010 018-2 Building 18 CARRIER 48PGLM16-DE50-HV 2309G40036 4/1/2010 018-3 Building 18 CARRIER 48PGLM16-DE50-HV 2309G30037 4/1/2010 018-4 Building 18 CARRIER 48PGLM16-DE50-HV 2309G40037 4/1/2010 018-5 Building 18 CARRIER 48PGLM16-DE50-HV 2309G10037 4/1/2010 018-6 Building 18 CARRIER 48PGLM16-DE50-HV 2309G30036 4/1/2010 018-7 Building 18 CARRIER 48TCSA04A3F5A0A0C0 2009G10247 4/1/2010 018-8 Building 18 CARRIER 48TCSA04A3F5A0A0C0 2009G10246 4/1/2010 018-9 Building 18 CARRIER 48ESN024060311-- 0809G20874 4/1/2010

018-10 Building 18 CARRIER 48ESN024060311-- 0809G20871 4/1/2010 018-11A Building 18 CARRIER 38MVCO24---301-- 2608V24318 4/1/2010 018-11-B Building 18 CARRIER 40MVCO24 2608V22877 4/1/2010

033-1 Building 33 AMANA RHA24B2A 9810112758 2 033-2 Building 33 AMANA RHA24B2A 9810112676 2 033-3 Building 33 AMANA RHA36A3A 9502326255 3 033-4 Building 33 RHEEM RPKA-061CAZ 6397MO5O416024 5 AD-1 Administration TRANE YHC048E3EMA0H0205C1B00000C 921100355L 10/1/2009 AD-2 Administration TRANE YHC048E3EMA0H0205C1B00000C 921100356L 10/1/2009 AD-3 Administration TRANE YHC048E3EMA0H0205C1B00000C 921100354L 10/1/2009 AD-4 Administration TRANE YSC120E3ELA0R0005CIB00000D 921100357L 10/1/2009 AD-5 Administration TRANE YCD240E3LOBA 919100517 10/1/2009 AD-6 Administration SANYO C1872 234274 10/1/2009

AD-6A Administration ULTRA COOL AO-1 Ovations Office YORK BIHA036A25B NOK6962692 5/1/2007 3 AO-2 Arena Office YORK B4HP024A06A 107665790 5/1/2007 2

SA-265-12MA A & H REFRIGERATION, INC PAGE 14

UNIT # LOCATION MANUFACTURER MODEL # SERIAL # PURCHASED TONS/HP

BB-1 Baja Blues YORK B1HAO6OA25B (S)NOF7881201 2/1/2008 5 BB-2 Baja Blues YORK B1HAO6OA25B (S)NOF7881203 2/1/2008 5 BB-3 Baja Blues YORK B1HAO6OA25B (S)NOF7880146 2/1/2008 5 BB-4 Baja Blues YORK B1HAO6OA25B (S)NOF7880146 2/1/2008 5 BC-1 Boys Choir YORK B2HZO48A25A (S)N1H1261363 5/1/2012 BO-1 Box Office PAYNE 309925-04 BBEMO150MAOO 3 CF-1 Silo TRANE TWR036C100A3 M451L3GCF 3 CF-3 Silo YORK E1RD036S6B WOD7617859 4/6/2009 3.5

DPS-1 Guest Relations YORK B1HA042A25B (S)OM5278079 EO-1 Event Operations NORDYNE JT5BD-036K JTF070601870 1/15/2009

EQC-1 Equestrian Center CARRIER 50HJQ0005---601-- 2296G20005 EQC-2 Equestrian Center RHEEM RPKA-031JAZ 6389 M1004 08834 HP-O Building 14 FUJITSU ASU24R1 ARA004323 HP-1 Building 14 TRANE WFD150B30CGB 714100813D 4/1/2007 HP-2 Building 14 TRANE WFD150B30CGB 714100800D 4/1/2007 HP-3 Building 14 TRANE WFD150B30CGB 714100775D 4/1/2007 HP-4 Building 14 TRANE WFD150B30CGB 714100725D 4/1/2007 HP-6 Building 14 TRANE WFD150B30CGB 714100788D 4/1/2007 HP-5 Building 16 TRANE WFD150B30CGB 714100806D 4/1/2007 HP-7 Building 16 TRANE WFD150B30CGB 714100832D 4/1/2007 HP-8 Building 16 TRANE WFD150B30CGB 714100819D 4/1/2007 HP-9 Building 16 TRANE WFD150B30CGB 714100825D 4/1/2007 3 M-01 Maintenance TAPPAN R4GA-036KO72X R4B020600966 M-02 Maintenance TAPPAN M-03 Maintenance TAPPAN M-04 Maintenance TAPPAN M-05 Maintenance YORK D3NZ036N05606NXC W1H2080860 9/1/2012 M-06 Maintenance TAPPAN 4 MG-1 Memorial Gardens RUUD UAKA-048JAZ 5432F189932874 MG-2 Memorial Gardens YORK TCGD60S4153A W1LO434183 8/5/2011 PA-1 Pac Amp Kitchen ULTRA COOL ASA5112 SC55780 5/1/2008 PA-2 Pac Amp Office CARRIER 38QRR048---5 4907X92961 5/1/2008 PA-3 Pac Amp Sound CARRIER 38QRR024---3 5007X90516 5/1/2008 2.5 PO-1 Parking Office YORK B3HP030AOCA (S)NOD7607332

R_____ A _____ F_____ STATE OF CALIFORNIA

SHORT FORM CONTRACT (For agreements up to $9,999.99) STD. 210 (Revised 6/2003)

CONTRACT NUMBER SA-266-12NY

AM. NO.

FEDERAL TAXPAYER ID. NUMBER

REGISTRATION NUMBER

1258930

Check must show contract number, vendor name, address and phone number. SUBMIT CHECK TO: 32nd District Agricultural Association OC Fair & Event Center 88 Fair Drive Costa Mesa, CA 92626 Attn: Accounts Receivable

FOR STATE USE ONLY STD. 204 N/A ON FILE ATTACHED CERTIFIED SMALL BUSINESS CCCs N/A ON FILE ATTACHED CERTIFICATE NUMBER

DVBE % N/A GFE Late reason Public Works Contractor’s License Exempt from bidding Sponsorship

1. The parties to this agreement are: STATE AGENCY’S NAME, hereafter called the State. 32ND DISTRICT AGRICULTURAL ASSOCIATION

CONTRACTOR’S NAME, hereafter called the Contractor. INTERNATIONAL SPEEDWAY, INC.

2. The agreement term is from 12/29/12 through 04/16/13

3. The maximum amount payable is $ 5,706.00 pursuant to the following charges:

Wages/Labor $ Parts/Supplies $ Taxes $ Other $ 5,706.00

4. Payment Terms (Note: All payments are in arrears.) ONE TIME PAYMENT (Lump sum) MONTHLY QUARTERLY

ITEMIZED INVOICE OTHER

5. The Contractor agrees to furnish all labor, equipment and materials necessary to perform the services described herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference.

ADDITIONAL PAGES ATTACHED CONTRACTOR AGREES: A. To provide equipment operators to prepare Grandstand Arena for demolition derby for the 2012 OC Fair New Year’s

Eve Block Party and Youth Expo 2013. B. To replace speedway track and infield upon completion of demolition derby events before April 16, 2013. C. To the following rates:

2012 New Year’s Eve Block Party a. Grader Operator $360.00 b. Grader Rental $1350.00 per day c. Remove Water & Electrical $64.00

EXHIBITS (Items checked in this box are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.)

GTC*SF 610 GIA* *If not attached, view at www.ols.dgs.ca.gov/Standard+Language .

Other Exhibits (List) CCC-307 and Insurance Requirements attached hereto as part of this agreement.

In Witness Whereof, this agreement has been executed by the parties identified below:STATE OF CALIFORNIA CONTRACTOR

AGENCY NAME

32ND DISTRICT AGRICULTURAL ASSOCIATION

CONTRACTOR’S NAME (If other than an individual, state whether a corporation, partnership, etc.)

INTERNATIONAL SPEEDWAY, INC. BY (Authorized Signature)

DATE SIGNED

BY (Authorized Signature)

DATE SIGNED


Jerome P. Hoban, Chief Executive Officer

PRINTED NAME AND TITLE OF PERSON SIGNING Brad Oxley

ADDRESS 88 Fair Drive, Costa Mesa, CA 92626

ADDRESS P.O. Box 3334, San Clemente, CA 92672-3334 (949) 492-9933

FUND TITLE Operating

ITEM 5100-41 $2,094.00 5100-69 $3,612.00

FISCAL YEAR

CHAPTER

STATUTE

OBJECT CODE

I hereby certify upon my own personal knowledge that budgeted funds are available for the period and purpose of the expenditure stated above.

SIGNATURE OF ACCOUNTING OFFICER DATE SIGNED

SA-266-12NY INTERNATIONAL SPEEDWAY, INC. PAGE 2 CONTRACTOR AGREES (CONT.): Youth Expo April 12-14, 2013

a. Grader Operator $360.00 b. Grader Rental $1350.00 per day c. Loader Operator $240.00 d. Additional Clean Up $144.00

Replace Speedway Track and Infield

a. Grader Operator $360.00 b. Grader Rental $1350.00 per day c. Replace Water & Electrical $128.00

D. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty

(30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

DISTRICT AGREES: A. To pay the Contractor a total amount not to exceed FIVE THOUSAND SEVEN HUNDRED SIX DOLLARS ($5,706.00)

upon satisfactory completion of work herein required and upon receipt of proper invoice.

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-267-12NY REGISTRATION NUMBER 1258859



SUNNYSIDE PROMOTIONS


3. The maximum amount $17,500.00 of this Agreement is:


Exhibit A – Scope of Work – To produce a Demolition Derby event in the Grandstand Arena at Pages 1 – 2 the 2012 OC Fair New Year’s Eve Block Party event.

Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 3

Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 4 – 7 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 8 – 11 Exhibit - D* Special Terms and Conditions Exhibit E – House Rider/Performance Agreement (Attached hereto as part of this agreement) Pages 12 – 15 Exhibit F – Insurance Requirements (Attached hereto as part of this agreement) Pages 16 – 17 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




SUNNYSIDE PROMOTIONS BY (Authorized Signature)



Bob Basile, Owner ADDRESS 522 Florida Street, Imperial Beach, CA 91932 (619) 424-3348




ADDRESS


SA-267-12NY SUNNYSIDE PROMOTIONS PAGE 2

EXHIBIT A – SCOPE OF WORK CONTRACTOR AGREES:

1. To produce a Demolition Derby, in the Grandstand Arena, at the 2012 OC Fair New Year’s Eve Block Party event. The event will last approximately sixty to seventy (60 - 70) minutes. Ending times are subject to factors beyond control of the Contractor.

2. To provide event with ten (10) or more cars.

3. To allow event format modification subject to approval by the District’s Management. 4. To provide the following for each event:

a. Event competition management including: tech-inspectors, starter, scoring and scoring equipment, fire crew and equipment, back gate personnel, pit security and announcer.

b. Event Insurance: $3,000,000.00 participant and spectator liability plus $3,000.00 participant excess medical. c. Prepare, print and distribute event entry forms and rules. d. Secure and receive completed entries. e. Supply biographical and news release information. f. Advertise December 31st events in "Derby News" (2,000 pieces distributed in California). g. Secure tow trucks. h. Produce driver and tow truck incentive programs. i. Produce and print event information program to be given to patrons at no charge.

5. Contractor to receive 100% of entry fees and pit passes. Pit passes not to exceed an average of four (4) per entry.

6. Larry Huffman will be the event announcer for the event. 7. To attend coordination meetings as required. 8. All vehicles and debris will be removed from the District by January 3rd at 12:00 p.m. 9. To obtain approval from District Management for any banners or display material.

10. To submit any potential sponsorship opportunities to the District’s Director of Entertainment for approval. 11. SOUND:

a. To be held responsible for motorized racing event noise as to be in compliance with rules and regulations of this contract regarding noise as recommended in good faith by District Management and in order to comply with applicable law and/or court orders. Contractor fully understands that the decibel levels are to be recorded. Specific decibel levels and distances shall be ninety-five (95) dBA measured at one hundred feet (100’) from the source and no more than 55 dBA in any area where homes exist, which may be modified by District Management, in good faith, at a later date if deemed necessary.

b. Sound system will be set at a decibel level specified by District Management, which in no case to exceed 55 dBA in any area where homes exist. The use of the sound system in an outside area on the Fairgrounds shall not be permitted to continue after 10:00 p.m. Violations of the decibel level or termination time of the use of the sound system will be subject to discontinued use of the sound system.

12. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least 30 days prior to the date when such termination shall become effective. Such termination shall relieve the District of a further payment, obligations, and/or performances required in the terms of the contract.

STATE AGREES:

1. To provide the following: a. On-site ambulance for each event. b. Arena (approximately 100’ x 250’), water truck, grader or skip loader with ripping teeth, and operators for preparation and

maintenance of derby performance arena. c. Grandstand seating, tickets and ticket takers, front gate personnel and ushers, sound system with wireless microphone,

concessions, restrooms and event security. d. Pit area for participants and vehicles. e. Hazardous waste containers. f. Event promotions and advertising. g. Event sponsorship opportunities with District to retain all monies received from sponsors.

2. To pay the Contractor a total amount not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS ($17,500.00) upon

satisfactory completion of services herein required. Payment will be Net 10 and delivered via the postal service.

SA-267-12NY SUNNYSIDE PROMOTIONS PAGE 3

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5780-69 PAYMENT PROVISIONS: Upon satisfactory completion of services herein required. Payment will be Net 10 and delivered via the postal service.

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-23-13PA REGISTRATION NUMBER 1256846



THE FAB FOUR CORP


3. The maximum amount $25,000.00 Flat of this Agreement is:


Exhibit A – Scope of Work – To present The Fab Four on stage at the Pacific Amphitheatre, Page 1 Saturday, August 3rd at 8:00 p.m. for the 2013 OC Fair. Performance/Offer Sheet (Attached hereto as part of this agreement) Pages 2 – 3 Contractor certifies compliance with applicable requirements in the talent agency section of the Labor Code (§271, §272, and §1700.5 - §1700.22). Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 4 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 5 – 8 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 9 Exhibit - D* Special Terms and Conditions Exhibit E – House Rider/Performance Agreement (Attached hereto as part of this agreement) Pages 10 – 13 Exhibit F – Additional Provisions – CCC-307 (Attached hereto as part of this agreement) Pages 14 – 17 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




THE FAB FOUR CORP BY (Authorized Signature)


PRINTED NAME AND TITLE OF PERSON SIGNING TALENT AGENCY I.D. # c/o Josh Humiston, APA, Inc. 32610 ADDRESS 405 S. Beverly Drive, Beverly Hills, CA 90212 (310) 888-4200




ADDRESS


SA-23-13PA THE FAB FOUR CORP PAGE 4

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5790-72 PAYMENT PROVISIONS: To pay Contractor upon satisfactory completion of work herein required on Saturday, August 3, 2013. Note: Artist will not receive payment on August 3rd if a fully signed contract has not been received by the District.

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-24-13PS REGISTRATION NUMBER 1258969



LOOMIS ARMORED US, LLC


3. The maximum amount $ 9,375.07 of this Agreement is:


Exhibit A – Scope of Work – To provide armored car pick-up and delivery services for Pages 1 – 3 Interim Events and the 2013 OC Fair. See Page 2 for additional Scope of Work. Exhibit B – Budget Detail and Payment Provisions Page 4 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 5 – 8 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 9 – 12 Exhibit - D* Special Terms and Conditions Exhibit E – Insurance Requirements (Attached hereto as part of this agreement) Pages 13 – 14 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




LOOMIS ARMORED US, LLC BY (Authorized Signature)



Amador “Jess” Hernandez, Branch Manager ADDRESS 1929 West Pico Blvd., Los Angeles, CA 90006 (213) 480-0501




ADDRESS


SA-24-13PS LOOMIS ARMORED US, LLC PAGE 2

EXHIBIT A – SCOPE OF WORK CONTRACTOR AGREES:

1. To provide armored truck services for the OC Fair & Event Center according to the following schedule. Deliveries and pick-ups should take place between 1:00 p.m. and 2:00 p.m. in the Administration Building.

Month Pick-Up Month Pick-Up Month Pick-Up Month Pick-Up

January 3 February 6 March 6 April 4 9 13

13 10

16 21 20 17 24 27 27 24 30

Month Pick-Up Month Pick-Up Month Pick-Up Delivery Month Pick-Up May 1 June 5 July 3 - August 14

8 12 10 11 21 15 19 28 22 26 30

Month Pick-Up Month Pick-Up Month Pick-Up Month Pick-Up

September 5 October 2 November 6 December 4 11 9 14 11 18 16 20 18 25 23 27 26 30

2. To provide one (1) armored truck pick-up each day at 2:00 a.m. on the following dates:

Month Pick-Up Month Pick-Up

July 13 August 1 14 2 15 3 18 4 19 5 20 8 21 9 22 10 25 11 26 12 27 28 29

3. To pick-up and deliver all change orders and deposits to Wells Fargo L.A. Cash Vault, Hope Street, Los Angeles, CA.

4. To provide additional pick-ups and deliveries, at the agreed upon rate, as required by the District.

5. To maintain at least $2,000,000 in general liability insurance naming the District as additional insured.

6. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.


DISTRICT AGREES:

1. To pay up a fuel surcharge for each pick-up or delivery. Surcharge is to be calculated according to the Contractor’s fuel matrix and not to exceed 18% of the daily service charge per trip:

Minimum Maximum Per Gallon Fee (%)$4.91 $5.00 $0.10 18.00%$4.81 $4.90 $0.10 17.50%$4.71 $4.80 $0.10 17.00%$4.61 $4.70 $0.10 16.50%$4.51 $4.60 $0.10 16.00%$4.41 $4.50 $0.10 15.50%$4.31 $4.40 $0.10 15.00%$4.21 $4.30 $0.10 14.50%$4.11 $4.20 $0.10 14.00%$4.01 $4.10 $0.10 13.50%$3.91 $4.00 $0.10 13.00%$3.81 $3.90 $0.10 12.50%$3.71 $3.80 $0.10 12.00%$3.61 $3.70 $0.10 11.50%$3.51 $3.60 $0.10 11.00%$3.41 $3.50 $0.10 10.50%$3.31 $3.40 $0.10 10.00%$3.21 $3.30 $0.10 9.50%$3.11 $3.20 $0.10 9.00%$3.01 $3.10 $0.10 8.50%$2.91 $3.00 $0.10 8.00%$2.81 $2.90 $0.10 7.50%$2.71 $2.80 $0.10 7.00%$2.61 $2.70 $0.10 6.50%$2.51 $2.60 $0.10 6.00%$2.41 $2.50 $0.10 5.50%$2.31 $2.40 $0.10 5.00%$2.21 $2.30 $0.10 4.50%$2.11 $2.20 $0.10 4.00%$2.01 $2.10 $0.10 3.50%$1.91 $2.00 $0.10 3.00%$1.81 $1.90 $0.10 2.50%$1.71 $1.80 $0.10 2.00%$1.61 $1.70 $0.10 1.50%$1.51 $1.60 $0.10 1.00%$1.41 $1.50 $0.10 0.50%$1.31 $1.40 $0.10 0.00%

2. To pay a 7% insurance fee for each pick-up or delivery. 3. To pay the Contractor a total sum not to exceed NINE THOUSAND TWO HUNDRED FIFTY EIGHT DOLLARS AND

THIRTY SEVEN CENTS ($9,258.37) based upon the rates as shown in the Contractor’s proposal dated December 11, 2012. Estimated price breakdown is as follows:

a. Daytime Pick-ups $18.50 per occurrence

b. Nighttime Pick-ups $250.00 per occurrence


EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL:

District Account #: 5100-30 $1,191.72

District Account #: 5100-49 $8,183.35 PAYMENT PROVISIONS:

Net 30 upon satisfactory completion of services herein required and upon receipt of proper invoice. All invoices are to be itemized and addressed as follows:

OC Fair & Event Center Attn: Accounts Payable

88 Fair Drive Costa Mesa, CA 92626




MANATT, PHELPS & PHILLIPS, LLP




Exhibit A – Scope of Work – To provide legal services to the OC Fair & Event Center. Page 1 – 2 See Page 2 for additional Scope of Work. Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 3 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 4 – 7 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 8 – 11 Exhibit - D* Special Terms and Conditions Exhibit E – Insurance Requirements (Attached hereto as part of this agreement) Pages 12 – 13 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




MANATT, PHELPS & PHILLIPS, LLP BY (Authorized Signature)



Steven L. Edwards, Partner ADDRESS 695 Town Center Drive, Fourteenth Floor, Costa Mesa, CA 92626 (714) 371-2546




ADDRESS


SA-26-13PS MANATT, PHELPS & PHILLIPS, LLP PAGE 2


CONTRACTOR AGREES:

To act as outside general counsel, advising on general business and board issues, including but not limited to: - Counsel to the District’s Board of Directors and executive management - Political Reform Act / FPPC advice - Renegotiation of routine and complex contracts - Land use entitlement / CEQA - Preparation for and attendance at District Board meetings - Specialty areas, such as human resources, entertainment, intellectual property and advertising issues - Contract administration - Public records requests

The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract. DISTRICT AGREES:

Contractor will be representing the District only and all duties and responsibilities created and imposed by the contract shall be owed solely to the District and Contractor will not be deemed to represent the interests of any of the District’s affiliates, subsidiaries, parent companies, joint ventures, officers, directors, partners, principals, investors or employees (collectively, “affiliates”) unless otherwise agreed to in writing. Accordingly, Contractor will be free to represent other firm clients adverse to or involving the District’s affiliates or their interests. It is understood that from time to time as part of Contractor’s representation of the District, Contractor will be called upon to render advice to the District’s individual Board members with respect to matters pertaining to their service on the District’s Board (e.g., conflicts of interest, open meeting laws, etc.). BILLING:

No month shall exceed a budgeted amount of $16,666.00 unless pre-authorized by the District’s CEO. Weekly financial expenditure reports will be submitted by the Contractor to the District. Hourly Rates

- Steven Edwards $695.00 - Bryan LeRoy $615.00 - Roger Grable $580.00 - Associates $200.00 and up

10% off standard billing rates for high level work - Counsel to Board and executive management - Political Reform Act / FPPC advice - Bagley-Keene Open Meeting Act - Negotiation of complex contracts (major leases, concession agreements, etc.) - Land use entitlement / CEQA

Board Meetings ($1,000.00 flat per month)

- Approximately two (2) hour duration per meeting - Preparation time included above at 10% off standard billing rates

Specialty Areas

- HR, entertainment, IP, advertising, etc. - When exact scope of work is known, Contractor will staff as efficiently and cost-effectively as possible. - 10% off standard billing rates in this area

Litigation

- A specific budget and time line will be created for any litigation for which Contractor is hired Routine Matters

- Day to day contracts and contract administration, public record requests, etc. - Once nature of the work is clearly defined, Contractor will work with District to staff at appropriate associate levels, use

standard forms wherever possible and to contain costs and creative efficiencies. - Flat fee per transaction charges will be considered where appropriate, based on agreed scope(s) of work. - Contractor will consider the use of contract lawyers for routine work if there is sufficient volume. - 10% off standard billing rates in this area

To pay the Contractor a total sum not to exceed TWO HUNDRED THOUSAND DOLLARS ($200,000.00) upon satisfactory completion of services herein required and upon receipt of proper invoice.

SA-26-13PS MANATT, PHELPS & PHILLIPS, LLP PAGE 3

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL:

District Account #: 5110-06

PAYMENT PROVISIONS:

Net 30 upon satisfactory completion of services herein required and upon receipt of proper invoice. All invoices are to be itemized, include the District’s Purchase Order (PO) number and be addressed as follows:






LVR INTERNATIONAL




Exhibit A – Scope of Work – See attached. Page 1 – 2 Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 3 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 4 – 7 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 8 – 11 Exhibit - D* Special Terms and Conditions Exhibit E – Insurance Requirements (Attached hereto as part of this agreement) Pages 12 – 13 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




LVR INTERNATIONAL BY (Authorized Signature)



Lia Reyes, President ADDRESS 1601 N. Sepulveda Boulevard, # 789, Manhattan Beach, CA 90266 (213) 819-9009




ADDRESS


SA-28-13PS LVR INTERNATIONAL PAGE 2


Contractor will conduct a parking study to assess existing conditions and provide recommendations relative to future capital outlay, operating efficiencies and evaluation of potential opportunities for offsite facility utilization. Study will explore, but not be limited to: Parking operations and practices Signage Entry and exits Lot striping and layout Circulation and stacking lanes Congestion and queuing remediation within the site and on City streets Islands, safe zones and medians Lighting and safety Preferred and VIP parking Pricing and cycle times Bus and shuttle routes Offsite parking review Guest experience Equipment utilization and needs Freeway related findings and potential implementation of enhanced coordination practices Orange County Market Place footprint What works and what can be improved It is anticipated that the majority of the study will take place from March through September, 2013. Contractor will then provide a final report of findings, recommendations and other supporting documentation to the District. Report must be submitted no more than forty-five (45) days following completion of the study.

CONTRACTOR AGREES:

The District’s Request for Proposal (RFP) for Parking Study Services, PS-07-12, dated November 9, 2012, is on file in the Office of the 32nd District Agricultural Association and is incorporated herein by reference and made a part of this agreement. The Contractor’s proposal for Parking Study Services, dated December 31, 2012 is on file in the Office of the 32nd District Agricultural Association and is incorporated herein by reference and made part of this agreement. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

DISTRICT AGREES:

The term of this contract is from March 1, 2013 – February 28, 2014.

To pay the Contractor a total amount not to exceed SIXTY SEVEN THOUSAND EIGHT HUNDRED NINETY FIVE DOLLARS ($67,895.00) based upon the rate as shown in the Contractor’s Financial Proposal.

Hourly price breakdown is as follows:

Title Hourly Rate

Senior Principal $300.00 Principal $240.00 Senior Project Manager / Planner / Parking Consultant Troubleshooter $225.00 Parking Manager / Parking Consultant $185.00 Senior Analyst / Auditor / Technical Designer $150.00 Auditor / Technical Analysis / Programmer $110.00 Senior Administration / Marketing $90.00 Administrative Assistance $75.00

SA-28-13PS LVR INTERNATIONAL PAGE 3

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5339-97-13M08 PAYMENT PROVISIONS: Net 30 upon satisfactory completion of services herein required and upon receipt of proper invoice. All invoices are to be itemized, include the District’s Purchase Order (PO) number 43633 and addressed as follows:



SASTATE OF CALIFORNIA

STANDARD AGREEMENT AMENDMENT

STD. 213 A (Rev 6/03) R_______ A_______ F_______ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED Pages AGREEMENT NUMBER AMENDMENT NUMBER

SA-82-09FV #4 REGISTRATION NUMBER

1122825

1. This Agreement is entered into between the State Agency and Contractor named below: STATE AGENCY’S NAME

32ND DISTRICT AGRICULTURAL ASSOCIATION CONTRACTOR’S NAME

PACIFIC BUILDING CARE dba COMMERCIAL CLEANING SYSTEMS, INC. 2. The term of this FED ID: Agreement is 04/01/13 through 03/31/14 3. The maximum amount of this $323,151.06 Amendment Agreement after this amendment is: $1,559,780.084. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part

of the Agreement and incorporated herein: Standard Agreement #82-09FV, dated March 18, 2009, between the District and Pacific Building Care dba Commercial

Cleaning Systems, Inc. is hereby amended as follows: CONTRACTOR AGREES:

1. To amend the original contract to provide supplemental facility and venue attendant services at the OC Fair & Event Center with the third year option to renew.

2. To submit invoices to the District within five (5) days following performed services.

3. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

STATE AGREES:

1. To pay the Contractor a total amount not to exceed ONE MILLION FIVE HUNDRED FIFTY NINE THOUSAND SEVEN HUNDRED EIGHTY DOLLARS AND EIGHHT CENTS ($1,559,780.08) upon satisfactory completion of work herein required and upon receipt of proper invoice.

2. Except as herein amended, all other terms and conditions remain as previously agreed upon.

All other terms and conditions shall remain the same. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR CALIFORNIA

Department of General Services Use Only

CONTRACTOR’S NAME (If other than an individual, state whether a corporation, partnership, etc.)

PACIFIC BUILDING CARE dba COMMERCIAL CLEANING SYSTEMS, INC.BY (Authorized Signature) DATE SIGNED (Do not type)


Dana A. Holladay, President ADDRESS

1375 Sunflower Avenue, Suite 200, Costa Mesa, CA 92626 (949) 370-8862

STATE OF CALIFORNIA AGENCY NAME

32ND DISTRICT AGRICULTURAL ASSOCIATIONBY (Authorized Signature) DATE SIGNED (Do not type)


ADDRESS


Account #: 5313-33 $213,000.06 5313-63 $110,151.00

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER OCF-01-13IA REGISTRATION NUMBER



COAST COMMUNITY COLLEGE DISTRICT

2. The term of this 01/01/13 through 12/31/13

Agreement is:

3. The maximum amount TRADE VALUE of this Agreement is:


Exhibit A – Scope of Work – To utilize parking lots and the Pacific Amphitheatre in trade Pages 1 – 4 at the OC Fair & Event Center (“Association”) and Orange Coast College (“Coast”) as outlined on the following pages. Exhibit B – Budget Detail and Payment Provisions Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 5 – 8 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Exhibit - D* Special Terms and Conditions Exhibit E – Additional Provisions – GIA 101 (Attached hereto as part of this agreement) Page 9 Exhibit F – Insurance Requirements (Attached hereto as part of this agreement) Pages 10 – 11 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language




COAST COMMUNITY COLLEGE DISTRICT BY (Authorized Signature)



President, Board of Trustees ADDRESS 1370 Adams Avenue, Costa Mesa, CA 92626 (714) 438-7444




ADDRESS


OCF- 01-13IA COAST COMMUNITY COLLEGE DISTRICT PAGE 2

EXHIBIT A – SCOPE OF WORK CONTRACTOR AGREES: ASSOCIATION PARKING LOT “E”

1. Dates/Times of Use: January 1 – June 20 and August 12 – December 20 Monday – Friday 6:00 a.m. to 12:00 a.m.

2. Purpose: Overflow parking for Coast students. 3. That in the case of Lot “E” needing to be utilized for an event an alternative lot will be made available by the

Association. 4. To notify the Association of any accident or incident that takes place in the designated parking area. 5. Coast to enforce parking regulations. 6. That Coast vehicles will enter through Gate 3½ off of Arlington Drive to access the lot.

PACIFIC AMPHITHEATRE 1. Dates/Times of Use: Set-up: May 20 & 21 8:00 a.m. – 5:00 p.m.; Event: May 22 5:30 p.m. – 7:30 p.m.

2. Purpose: Coast Commencement Ceremony

3. Estimated Attendance: 6,000 – 7,000 4. Coast to provide light snacks and beverages for after the commencement ceremony. 5. Coast to provide necessary directional signage per the required specifications. 6. Coast to provide ushers. 7. Coast to be responsible for reimbursement of any fees charged by the Costa Mesa Police Department for traffic

control purposes. 8. Seating shall be limited to the seated area. No access shall be permitted on the grass berm. 9. To provide $10,000.00 worth of in-kind trade to be fulfilled by Coast in conjunction with the Association’s

Director of Marketing of the year-round event program and the annual OC Fair as indicated in items 10 – 15. 10. Coast to provide advertising/inclusion in:

a. Coast to Coast (weekly newspaper) b. Coast Report (weekly newspaper) c. Commencement Program

11. Coast to provide a promotional email blast to all Coast accounts and social media announcement of OC Fair

(July) dates, Summer Book Drive and NYE Block Party (December) 12. To provide campus signage as follows:

a. Windmasters (6 key locations) b. Glass display cases (12 locations)

OCF-01-13IA COAST COMMUNITY COLLEGE DISTRICT PAGE 3 13. Coast to provide link to on Coast web site to the Association’s web site. 14. Coast to provide brochure distribution as follows:

a. Bookstore b. Offices c. Student Center d. Mailboxes

15. Coast to insert Summer Concert Series schedule in Commencement Program.

COAST PARKING LOTS A, B, C, D & E 1. Dates/Times of Use: To compensate the Association in the manner of trade services with utilization of agreed

upon paved areas of parking lots A, B, C, D & E for year round events including but not limited to the following dates:

a. April 20, 21 b. May 5, 25, 26 c. June 21, 22, 23 d. July 12 - August 11 and August 25 e. September 21, 22, 28 f. October 19

2. Purpose: For Association overflow vendor and patron parking during specified year-round events and the annual OC Fair.

3. To notify the Association of any accident or incident that takes place in the designated parking areas. 4. In the occurrence of Lots “A, B, C, D and/or E” needing to be utilized for an event that an alternative lot will be

made available by Coast.

COAST ADAMS DIRT LOT 1. Dates/Times of Use: June 18 – August 21 2. Purpose: For Association overflow parking during the annual OC Fair and the Barrett–Jackson event. 3. Coast to notify the Association of any accident or incident that takes place in the designated parking area. 4. In the occurrence of Lots “A, B, C, D and/or E” needing to be utilized for an event, that an alternative lot will be

made available by Coast.

OCF-01-13IA COAST COMMUNITY COLLEGE DISTRICT PAGE 4 ASSOCIATION AGREES:

1. Association to barricade Association’s Lot “E” to allow only one access point off Arlington Drive at Gate 3½. 2. Association to ensure that Gate 3½ off Arlington is locked/unlocked daily for the Coast students to enter.

3. Association to clean used areas on Coast premises after each day of use to restore to the condition in which

the property was received. 4. Association to provide security personnel, traffic directors, directional signage, additional lighting, as needed,

and portable restrooms during the designated events. 5. Association to work with Coast Public Safety to coordinate parking credential enforcement daily during the OC

Fair and other dates utilized by the Association for overflow parking. 6. Association to clean and make suitable for parking of vehicles. The Association will coordinate and receive

approval from Coast on the cleaning plan. 7. Association to provide proper directional signage in Association parking lot.

8. Association to hold harmless the Coast Community College District from any and all liability during the use of

the Coast Adams dirt parking lot during the OC Fair. The Association assumes all responsibility and is aware the Adams parking lot is not paved and not striped.

9. Association to provide Coast with proof of insurance for the contract period. The following applies to use of the Pacific Amphitheatre only for the annual Coast Commencement Ceremony: 10. Association to provide and pay for the necessary parking services, stage lighting, sound (up to $5,000.00 only)

and curtains. 11. Association to provide coordination with Costa Mesa Police Department for traffic.

12. Association to provide electronic marquee board one week prior to date of Commencement Ceremony.

13. Association to provide and pay for five (5) Security personnel from 4:30 p.m. – 7:30 p.m.

14. Association to provide cement bases for flag hanging. Amount and location TBD.

15. Association to provide and pay for theatre prep and post event clean-up.

16. Association to provide and pay for janitorial personnel.

17. Association to have Master Concessionaire sell water and soda during the Coast Commencement Ceremony.

Alcoholic beverages will not be available.

18. Association to allow Coast to sell Bookstore merchandise at no rent or commission to the Association.

19. Association to allow Coast to sell flowers at no rent or commission to the Association.

20. Association to provide electronic copy of OC Fair Summer Concert Series for inclusion in Coast Commencement Ceremony program.

OC FAIR & EVENT CENTER RENTAL AGREEMENTS FOR BOARD APPROVAL

RA # CONTRACTOR EVENT DESCRIPTION FACILITIES CONTRACT DATES CONTRACT AMOUNT

R-022-13 Gem Faire, Inc. Gem Faire Consumer Show Building 10 and Santa Ana Pavilion

5/8/13-5/13/13 $41,179.00

R-028-13 Roy Englebrecht Promotions Fight Club OC Entertainment-Boxing The Hangar 2/13/13-2/13/13 $12,975.00






R-041-13 Blizzard Entertainment, Inc. Company Party Party Centennial Farm, Country Meadows,

6/7/13-6/8/13 $16,304.00

R-043-13 Heirloom Productions Heirloom Rubber Stamp & Paper Arts Festival Consumer Show Building 16 9/6/13-9/8/13 $9,934.00

R-048-13 International Interior Design Association NeoConnect 2013 Trade Show The Hangar 10/10/2013 $10,831.00

R-092-13 PHCC PHCC Trade Show Building 12 and Santa Ana Pavilion

10/25/13-10/26/13 $13,096.00

R-096-13 Orange County Wine Society Membership BBQ Auction/Fundraiser Courtyard 9/29/2013 $1,757.00

R-103-13 Meringue Bake Shop Food Truck Events at the Fairgrounds Food Truck Various 2013 Varies per event$35.00-$400.00

R-106-13 Morpace, Inc. Market Research Auto Research Building 14 2/1/13-2/2/13 $7,845.00

OC FAIR & EVENT CENTERACTIVE JOINT POWER AUTHORITY AGREEMENTS

JOINT POWER AUTHORITY PROJECT # PROJECT DATE PROJECT DESCRIPTION PRIMARY CONTRACTOR AMOUNT

California Fair Financing Authority 03211031 7/5/2012 Pacific Amphitheatre Renovation Architecture MAKE Architecture $457,838.00

California Fair Financing Authority 03212033 9/28/2012 Asphalt Repair & Speed Bump Install Century Paving $41,441.57

California Fair Financing Authority C0732X.454 2/1/2012 Main Mall Renovation Sanders Construction $3,402,000.00

California Fair Financing Authority C0032X.424 4/2/2012 Master Plan LSA Associates, Inc. $20,000.00

California Fair Financing Authority 03212034 11/7/2012 Gate 7 Improvements A.T. Construction $84,240.00

California Fair Financing Authority 03212035 11/8/2012 Capital Improvements Contract Coordination and Support California Fair Financing Authority $51,500.00

California Fair Financing Authority 03212037 11/15/2012 Soils Analysis Willdan Geotechnical $9,486.30

California Fair Financing Authority 03212038 11/26/2012 Re-Roof Courtyard Restroom McClain Roofing, Inc. $7,416.00

California Fair Financing Authority 03212040 11/30/2012 Stucco Courtyard Restroom DCS Plastering $24,440.00

California Fair Financing Authority 03212042 12/4/2012 Paint Steel Structure at Centennial Farm Painting Unlimited, Inc. $13,416.00

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Check #: E119223308 Date: 12/11/12

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Check #: E119491228 Date: 12/04/12

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Check #: E110333401 Date: 12/06/12

Board of Directors Agenda Report MEETING DATE: JANUARY 17, 2013 ITEM NUMBER: 9A

SUBJECT: Committee Reports DATE: January 11, 2013 FROM: Douglas La Belle, Board Chair PRESENTATION BY: Douglas La Belle, 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 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. TelPhil Negotiating Committee

ii. CEO Background Check Committee

iii. Centennial Farm Foundation

iv. Workers Memorial Committee

v. Financial Monitoring Committee

vi. 2013 OC Fair City Liaison Committee

vii. Barrett-Jackson Committee

Board of Directors Agenda Report MEETING DATE: JANUARY 17, 2013 ITEM NUMBER: 9B

SUBJECT: Fair Sale Review Committee Update DATE: January 11, 2013 FROM: Jerome Hoban, OCFEC CEO PRESENTATION BY: Jerome Hoban, OCFEC CEO ___________________________________________________________________ RECOMMENDATION Information Item BACKGROUND The Fair Sale Review Committee submits the attached report to the OCFEC Board of Directors. Committee Chair Mike McCrary and other Committee members will be available at the Jan. 17 Board of Directors meeting to present the report and answer any questions. The Fair Sale Review Committee finalized and approved the attached report at the Jan. 8, 2013 meeting.

FAIR SALE REVIEW COMMITTEE REPORT JANUARY 14, 2013

BACKGROUND At its March 22, 2012 meeting, the Board of the Thirty Second District Agricultural Association (DAA), also known as the Orange County Fair Board or OC Fair & Event Center (OCFEC) Board of Directors, approved the formation of the Fair Sale Review Committee (FSRC). The committee was formed in order to investigate and issue a public report regarding the proposed sale of the Orange County Fair and Event Center property, i.e. the Orange County Fairgrounds. The committee would compile and review all available information related to the proposed sale, including but not limited to all related documents, emails, records, minutes, memos and contracts. The committee would be charged with completing its work and issuing its report, to include findings and recommendations going forward, within 120 days of its formation. The committee found it needed additional time due to the intervening fair schedules of committee members as well as persons to be interviewed regarding the sale. April 26, 2012, the Board of the Thirty Second District Agricultural Association (DAA) voted on the composition of the Fair Sale Review Committee and adopted the following scope of work for the committee:

The Committee is charged with completing an independent review of the processes followed and actions taken by OCFEC relative to the proposed sale of the Fair & Event Center property. To complete their analysis, in addition to the review of written documents, the Committee will interview various stakeholders, including those on the list provided by Director Ellis, and other interested parties to obtain background information pertinent to the proposed sale. The Committee’s report shall be limited to only those matters related to the proposed sale of the Fair property. The Committee upon completion of their review will prepare a report for submittal to OCFEC containing their findings, conclusions and recommendations for consideration and action as may be appropriate by the Board of Directors.

The Fair Sale Review Committee is Mike McCrary, Chair; Bill Kelly; David Morgan; David Ream; Kenneth Frank; Sandy Genis; Lisa Sabo; Theresa Sears; Greg Silva; Mike Robbins; Lisa Reedy; Jason Pope; Support staff includes: Jerome Hoban, Jeff Willson and Sharon Augenstein.

The Committee was provided with numerous documents pertaining to the sale of the fairgrounds, including minutes of DAA meetings and invoices for consultants involved in activities surrounding the sale. Upon initial review of documents provided and review of a time line prepared by a subcommittee, the committee reached a consensus that although past events may have been questionable, the committee lacked the legal authority or ability to conduct an investigation into whether or not any illegal actions had occurred in the fair sales process. Rather, the committee reached a consensus that it would be most productive to look

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at what had ensued in light of DAA policies and procedures and if warranted recommend further investigation be pursued by outside legal authorities. The committee recognized that while it could be helpful to interview the parties suggested by Director Ellis, it was not really practical. The committee had no ability to compel anyone to speak with the committee nor to compel complete veracity. Thus, the committee would have to depend on the voluntary cooperation of those opting to share their perspective of events with the Committee. Letters requesting assistance were sent to all individuals on the list prepared by Director Ellis. Only seven individuals chose to participate and were interviewed by a subcommittee comprised of Mike McCrary and Theresa Sears. After reviewing the documents provided and additional information supplied by parties volunteering to speak with committee members, the Committee developed a number of recommendations for improvements to DAA policies and procedures. The Committee recommends that:

1. All Board members when appointed and executive staff should participate in annual

training regarding the Bagley-Keene Act, all applicable State requirements, ethics training, conflict of interest, public records requests and Board Policies. (Recommended to be accomplished within 90 days). Advisory sub-committees of any size should be properly noticed and open to the public in accordance with State Law.

2. Every expense billed through a Joint Powers Authority (JPA) be reviewed and approved retroactively by the Board as part of the monthly Consent Calendar, and the Association maintain all copies of associated contracts and billing statements on site.

• The Board of Directors should carefully review all contractors/sub-contractors

arrangements in light of the LSA circumstances as identified in the report. • The Board of Directors should request an investigation by the Brown administration

to review the role of California Construction Authority (CCA) now doing business as California Fairs Financing Authority (CFFA) working within California Fair Services Authority (CFSA) relating to the sale of the OC Fairgrounds and recommend policies and procedures to improve.

• The Board of Directors should put into place safeguards to insure that there is

complete understanding of the State entities that provide services to the 32nd DAA and provide oversight as needed.

3. Staff to continue the current practice of including a list of warrants paid each month in

materials provided for each Board meeting.

4. The Board of Directors work towards repealing ABX4 22, permitting the sale of the fairgrounds and the establishment of the 32a District Agricultural Association.

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5. The Board of Directors retain an independent forensic auditor to determine if any public funds were spent for the formation and or the benefit of the OC Fair & Event Center Foundation or its members. This audit would also attempt to determine the total amount spent by the Board of Directors to promote the sale of the fairgrounds. Suggested expenditure of $10,000. The board should consider expanding the audit to examine additional contracts to determine whether similar arrangements occurred.

6. The DAA adhere strictly to Policy 3.1 (only officially passed motions of the Board are

binding on the CEO) regarding direction of the Executive office from the Board of Directors.

7. The Board of Directors adopt a policy stating: The Board of Directors shall take no action

which would result in the withdrawal of representation by the Attorney General’s office as a result to individual board conflicts.

8. The Board of Directors adopt a policy stating: any contract for political advocacy must be pre-approved by the Board of Directors.

9. The Board of Directors should continue to review the CEO signing authority on an

annual basis.

HISTORY As much of Orange County has become built out and available land has become increasingly scarce, the Orange County Fairgrounds has been at increased risk. This has been exacerbated by pressures on the State budget. In April 2004, then-Assemblyman John Campbell suggested that the Orange County Fair be moved to the Great Park in Irvine and that the State sell the existing fairgrounds located in Costa Mesa, with the proceeds used to reduce the State deficit (Orange County Register, April 29, 2004). Campbell asserted that the fairgrounds could net as much as $200 million to the State, even after accounting for costs to build new facilities at the Great Park (Daily Pilot, May 16, 2004). In May 2004, Governor Schwarzenegger issued Executive Order S-10-04, calling for a review of State policies related to land disposal and identification of potentially high value, State-owned, urban properties which might be considered underutilized. The High Value Urban Properties Report, issued in June 2004 pursuant to EO S-10-04, characterized the Orange County Fairgrounds as Category 2, “high value assets within an Agency’s operational portfolio most of which are arguably fully utilized…included …based on their high estimated value when calculated using their potential highest and best use. These properties call for a detailed evaluation…” (High-Value Urban Properties in the State’s Inventory, p.77, 2004) In August 2004, the California Performance Review (CPR) Report was released for review by the CPR Commission and the general public. The CPR report made approximately 1,200

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recommendations including five general recommendations regarding disposal of State property with a short discussion under Infrastructure Recommendation No. 11 which described the Orange County Fairgrounds as “underutilized”, noting that the Department of Food and Agriculture considered the fairgrounds to be fully utilized (California Performance Review Report, Vol. 4, p. 758, August 2004). In August 2004, the Orange County Fair Board conducted a lengthy public hearing for the sole purpose of addressing the CPR’s characterization of the Orange County Fairgrounds and adopted a resolution stating that the fairgrounds were highly utilized and should not be considered surplus property for sale (Excerpt from August 26, 2004 Board of Directors meeting). When the CPR Commission submitted the CPR report and public comments to Governor Schwarzenegger in October 2004, they noted that:

Identification and selling of surplus state property generated some opposition that can be directly attributed to a statement in the report that categorized the Orange County Fairgrounds as underused state property. Otherwise, there was support for streamlining this process.

Adding that:

The Orange County Fairgrounds is not underused state property. The facility provides cultural and educational programs for the public, and economic and business opportunities for local residents.

The fairgrounds play a role in disaster preparedness; Orange County annually stages its required disaster preparedness drills at the fairgrounds.

(California Performance Review Commission, Chapter 1, pp. 22-23, October 2004)

The CPR and surrounding events set the stage for 2009, when Governor Schwarzenegger floated a plan to sell numerous landmark properties in order to raise funds. These included the Coliseum, the Cow Palace, San Quentin and the Orange County and Del Mar Fairgrounds (Los Angeles Times, May 14, 2009). The plan was quickly dropped after widespread public outcry. However, Secretary of State records indicate that on July 21, 2009 the OC Fair and Event Center Foundation filed for incorporation. The foundation was formed for the purpose of purchasing the fairgrounds and ultimately included a majority of the board of the 32nd DAA as members (Daily Pilot, October 22, 2009, Fair Board Probed). On July 23, 2009 the California Legislature adopted a budget trailer bill, ABX4 22, which allowed for the sale of the Orange County Fairgrounds and established a mechanism for the sale. The sale of the fairgrounds was only added to the bill on July 23, and the bill did not include any other landmark properties. Subsequently, three efforts to sell the fairgrounds were undertaken. These included an auction won by Craig Realty in January 2010, a negotiated sale process to Costa Mesa in partnership with FMW running through spring and summer of 2010, and a sealed bid won by FMW in

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October 2010. Thankfully, none of the sales were completed and Governor Brown has indicated that the fairgrounds are currently off the table. However, as long as ABX4 22 is in effect, the fairgrounds remain at risk. (Fair Sale Flow Chart) ANALYSIS

1. All Board members when appointed and executive staff should participate in annual

training regarding the Bagley-Keene Act, all applicable State requirements, ethics training, conflict of interest, public records requests and Board Policies. (Recommended to be accomplished within 90 days). Advisory sub-committees of any size should be properly noticed and open to the public in accordance with State Law.

As a State agency, the 32nd DAA is subject to the Bagley-Keene Open Meeting Act (California Government Code Section 11120 et seq). Through review of the sale process it appeared that Board members were unfamiliar with the open meeting laws or intentionally chose to ignore them, State policies, adherence to the Public Record Act, ethics training and adopted Policies. The Bagley–Keene Act requires that all meetings of a state body be open and public (Government Code Section 11123(a)). A state body includes any state board such as the 32nd District Agricultural Association board, any committee or body that exercises authority delegated to it by the state body, and any advisory body of a state body, if the advisory board is created by the state body or of any member of the state body, and if the advisory body consists of three or more persons (Government Code Sec. 11121). A meeting is any assemblage of a majority of the members of a state body to address any item within the jurisdiction of the state body (Government Code Sec. 11122.5). As noted above, a majority of 32nd DAA Board Members were also members of the board of the OC Fair and Event Center Foundation a non-profit corporation formed for the purpose of purchasing and operating the Orange County Fair and Event Center. The foundation board met without including the public (Daily Pilot, October 22, 2009, Fair Board Probed). The Bagley–Keene Act requires that all meetings of a State body be open and public (Government Code Sec. 11123(a)). Apart from any potential conflict of interest, it is likely that the non-profit organization’s board which included a quorum of the 32nd DAA Board, and which was formed to purchase and operate the fairgrounds, would address matters also under the jurisdiction of the 32nd DAA Board, which would be problematic under the Bagley Keene Act. The Bagley-Keene Act forbids a majority of the members of a state body to meet using a series of communications of any kind, directly or through intermediaries (GC 11122.5 (b)). Former Board Member Padilla (December 18, 2012 [Padilla letter January 10, 2013]) indicated that members of the board communicated back and forth via e-mail with the rest of the Board as a whole, which would constitute a type of communication prohibited under Bagley-Keene. Filling records indicate that personnel at Nossaman LLP participated in a telephone conference with “board members”(Nossaman invoice, 8/14/09), though it is not clear whether the reference was to board members of the DAA

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of the foundation—or both. Individuals are not identified, but board members must be made aware that a telephone conference including a quorum of board members would not be permitted under Bagley-Keene. The same invoice referenced a conference call with “investors” in the ostensibly non-profit organization. It is not clear whether or not that included DAA board members. Unfortunately, individuals most likely to shed light on this declined to be interviewed. Padilla indicated that it was his understanding that Board Member Dykema had met together with Larry Dodge and Tom Tucker, spouses of 32nd DAA Members Kristina Dodge and Joyce Tucker, respectively. While constituting well under a quorum for board purposes, Dodge and Dykema at one time comprised a quorum of the Finance Committee of the Board. Meetings involving family members or other close associates can present a potential for communication through intermediaries, prohibited under Bagley Keene. Meetings of district agricultural associations are also regulated by the California Food and Agriculture Code. Section 3964.5 allows a DAA to form advisory committees consisting of less than a quorum of the board and requires that any advisory committee meetings be open and public without exception. In December 2008, the Board adopted a new committee structure, eliminating some committees and reconstituting the committees as two-person “task forces”. As stated by then Chair Julie Vandermost during the discussion of committee structure:

It is going to be a two member committee, rather than a three member committee. Then the task force can operate more easily, and there is no need to have a big formal committee and public noticing [emphasis added]. (transcript of the Meeting and Retreat of the Board of Directors of the Thirty Second District Agricultural Association, December 11 2008,. p. 28)

However, Food and Agriculture Code Section 3964.5 requires that advisory committees be open and public regardless of the number of members on the committee, in contrast to Bagley-Keene which applies to advisory committees only if the committees have three or more members (Government Code Sec. 11121(c)). Bagley Keene applies to committees of any size which exercise delegated authority (Government Code Sec. 11121(b)). As discussed below, several parties were hired to provide services without formal action by the 32nd DAA Board or even the knowledge of all board members (Padilla, December 18, 2012). It is not clear whether CEO Steve Beazley acted independently, or if he acted at the behest of a board committee or the board chair, though either of the last two would be contrary to adopted Board policy (Policies 4.4, 4.5). If Beazley acted under the direction of a board committee, the public should have been included in any committee meeting where such direction was provided. Unfortunately, those most closely involved have declined to participate in the fair sale review. The Government Code requires that each state body provide a copy of the Bagley-Keene Act to each member of the state body upon his or her appointment to membership or

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assumption of office (Sec. 11121.9). It is not clear when or if this has occurred in the past. It is recommended that Board members be obligated to participate in an orientation process regarding open meeting laws, State regulations and policies as they pertain to the Association, and adopted policies. Based on a review of e-mails provided to the FSRC, it appears that pressure was exerted by the administration on at least one occasion to circumvent open meeting requirements. It is not clear the origin of this idea but Assistant Chief Counsel for the Department of General Services Henry Nanjo contacted CEO Steve Beazley and DAA Counsel Roger Grable directing that notices be posted for a meeting to be held on December 31, 2010 at 4:30 pm1 (Nanjo e-mail, 4:14 pm, Dec. 21, 2010). Later that day, Nanjo indicated that he’d “gotten word” to cancel the meeting (Nanjo e-mail, 5:31 pm, Dec. 21, 2010). The following day, Nanjo indicated that the meeting should go forward as originally posted (Nanjo e-mail, 9:44 am, Dec. 22, 2010), and further indicated that a clerical error should be blamed for the cancellation and removal of the posted meeting notice (Nanjo e-mail, 11:12 am, Dec. 22, 2010). To the credit of staff, counsel and the Chair, the 32nd DAA declined to hold any meeting without adequate notice, despite pressure from the administration (Ellis e-mail 12:55 pm, Dec. 22, 2010). Unfortunately, the result was that in order to provide adequate notice and satisfy the administration’s demand that the DAA meet, a meeting was then scheduled for January 1, 2011. The meeting was subsequently cancelled. One might suggest that training be provided for state officials in Sacramento, but that would be beyond the scope of the FSRC.

2. Every expense billed through a Joint Powers Authority (JPA) be reviewed and approved retroactively by the Board as part of the monthly Consent Calendar, and the Association maintain all copies of associated contracts and billing statements on site.

• The Board of Directors should carefully review all contractors/sub-contractors

arrangements in light of the LSA circumstances as identified in the report. • The Board of Directors should request an investigation by the Brown

administration to review the role of California Construction Authority (CCA) now doing business as California Fairs Financing Authority (CFFA) working within California Fair Services Authority (CFSA) relating to the sale of the OC Fairgrounds and recommend policies and procedures to improve.

• The Board of Directors should put into place safeguards to insure that there is

complete understanding of the State entities that provide services to the 32nd DAA and provide oversight as needed.

A concern of the Committee was the lack of public disclosure for contracts and billings that were not listed on DAA Consent Calendars due to their inclusion in master contracts

1It was not clear to FSRC what authority the administration actually has to direct activities of the DAA, and at what level. CEO Beazley referenced the Dec. 31/Jan.1 meeting as “requested by the Governor’s office” (Beazley e-mail 6:09 pm, Dec. 21, 2010). The FSRC concluded that reaching a clear-cut determination was beyond the scope of the committee.

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through Joint Power Authorities (JPA). The JPAs provide assistance with administration of construction contracts, construction inspection, and other functions such as insurance and accounting. In the period under review by the FSRC, roughly 2009 through 2011, the California Construction Authority (CCA) was responsible for administration, including payment of invoices, for a number of contracts on behalf of the 32nd DAA. The 32nd DAA, was a founding member and had a seat on the board of the now-defunct California Construction Authority (CCA). The CCA no longer exists, but CCA functions continue to be provided by the California Fair Services Authority (CFSA) and California Fairs Financing Authority (CFFA), and CCA personnel were largely absorbed into the successor agencies. Curiously, the 32nd DAA deposited $7 million in funds to the California Construction Authority on August 14, 2009 and an additional $1 million on August 31, 2009 (OCFEC 2009 check register). The deposits would have shown on public records as payments to the CCA for administration of various contracts rather than payments to the vendors providing a given service to the DAA. Projects administered by CCA included construction contracts as well as contracts with LSA Associates (LSA) for planning services. When Theresa Sears asked Steve Beazley about the $8,000,000 sent to CCA, Beazley admitted at the March 2, 2012 meeting that “the funds were sent to CCA to safeguard them from the State.” The 32nd DAA entered into contracts with LSA including an ongoing contract with LSA for master planning services (Contract No. K-00-44, Oct. 30, 2000 with amendments) and a contract with LSA for planning services for the northeast corner of the fairgrounds currently occupied by the equestrian center (Contract No. K-09-17, Feb.17, 2009). Upon submission of invoices by LSA, the CCA forwarded the invoices to staff at the 32nd DAA for review, which included CEO Steve Beazley, Sr. VP of Finance Dena Heathman and VP of Operations Jerome Hoban. LSA invoices would be approved at the local staff level, as shown by the initialed invoices and e-mails provided to FSRC (LSA invoices March 2009 through March 2010; Hudson e-mails of January 8, 2010, 4:22pm, May 25, 2010; Hoban e-mails of May 27, 2009, 4:59 pm, September 14, 2009, 2:50 pm). The invoices would be paid by CCA after their own review, with payment made from funds placed on deposit by the DAA. Frank Haselton, (December 2012 telephone interview with Mike McCrary) LSA consultant, stated he was contacted by Steve Beazley who asked that he sub-contract with Dick Ackerman of Nossaman LLP. He agreed and received Nossaman’s billings, which were paid by LSA, and then LSA billed the 32nd DAA (through CCA). He stated he was not involved in developing the scope of work for the Ackerman contract nor did he confirm that the work was completed; he described it as a "pass through arrangement". He also stated he only dealt with Beazley and that he was never contact by any other fair employee or Board member (records show he spoke with Ackerman on three occasions and communicated with CCA). (Nossaman invoices July 13, 2009 and August

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14, 2009) While board members and the public in general were aware of the contracts with LSA, subcontracts with other parties were not made public. LSA was invoiced by Nossaman for services related to the proposed sale of the fairgrounds as of May 2009 as part of contract K-09-17 which was related to the northeast corner (LSA Invoice, June 16, 2009) (Summary LSA Contract with CCA, Equestrian Center, Ayer, 2011). Nossaman then contracted with Chicago Title Company and Richard Fuller for title search and appraisal services (Nossaman invoices, August 14, 2009 and September 16, 2009). At least some members of the DAA Board were not aware that Nossaman had been retained until some months later (Padilla, December 18, 2012). The general public was also initially unaware that Nossaman was on board. In fact, Nossaman was not actually contracted to perform services until several months after commencing work. Under a contract variously dated October 28, 2009 or July 31, 2009, signed by Frank Haselton (LSA) and Dick Ackerman, Nossaman (LSA Associates, Inc. Contractor (Nossaman) Agreement, July 31, 2009 and October 28, 2009) was to: Gather information regarding the possible sale of the fairgrounds Examine title and land use issues for the property Examine valuation issues Act as liaison with local public agencies and the State Coordinate community outreach (Nossaman/LSA contract, Oct. 28, 2009/July31, 2009). These activities are not known to be included in Contract K-09-17 or any other contract between LSA and the 32nd DAA. Nossaman also invoiced for activities related to the formation of the OCFEC Foundation, including preparation of bylaws Summary (Sears) - LSA/Nossaman Invoices, Fuller Appraisal expenses and contact list).

Due to the various layers of contracting, members of the public only became aware of specifics of the Nossaman contract in January of 2011 through review of public records at CCA offices in Sacramento (Nossaman invoices June 2009 through October 2009, LSA invoices May 2009 through January 2010). That was also when the public first became aware that from June to September 2009 services had been performed on behalf of the 32nd DAA by Platinum Advisors LLC, a public affairs and advocacy firm (Platinum invoices 2009, LSA invoices 2009). Platinum was contracted by LSA to provide the following services:

Working with client to develop policy arguments and a rationale that can be presented to the Legislature and Executive Branch

Tracking legislation introduced or amended and informing LSA and LSA’s Client of legislation that affects LSA’s client

Performing other necessary and appropriate services involving the evaluation and potential disposition scenarios of LSA’s client assets.

(Platinum/LSA contracts, June 2009, November 2009)

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Like the activities listed by Nossaman, these activities are not known to be included in Contract K-09-17 or any other contract between LSA and the 32nd DAA. The opacity of the process was exacerbated by the difficulty of obtaining records from an office, like CCA, which is hundreds of miles away. FSRC member Theresa Sears reports waiting 820 days for CCA and the 32nd DAA to respond to her Public Records Act request. (Voice of OC, March 13, 2012, Fair Board Makes Activists Wait 820 Days for Copies of Public Records). Due to financial issues CCA no longer exists, but has been taken over by CFFA and CFSA with some of the same personnel. These State entities continue to provide contract services to fairgrounds statewide, with the potential for the same types of less than transparent activities. Staff is developing a process to include Letters of Understanding and billing information as part of the monthly Consent Calendar in an attempt to publicly disclose agreements and expenses billed through Joint Power Authorities. Several public record requests made by Theresa Sears have gone unanswered by CCA and CFSA in spite of promises made by Richard Hyde, attorney for both entities. The 32nd DAA, as a board member of CFSA should recommend a full investigation of CCA and the staff involved in this process that prevented public scrutiny and accountability. (Sears letter CCA PRA request June 3, 2011; Sears Email to CFSA Bardaro 3:42pm November 28, 2011; Sears Email to CFSA Hyde 4:16 pm December 2, 2011)

3. Staff to continue the current practice of including a list of warrants paid each month in materials provided for each Board meeting.

Staff currently includes a monthly warrant list with materials provided for each Board meeting to publicly disclose payments made by the Association. Staff has committed to providing adequate information so that actual activities covered by each warrant will be transparent, including those billed through a JPA. This will assure that Board Members and the public generally may be aware of DAA expenditures and activities.

4. The Board of Directors works towards repealing ABX4 22, (permitting the sale of the fairgrounds) and the establishment of the 32a District Agricultural Association.

In July 2009, the California Legislature approved ABX4 22 as part of the annual budget process. The bill permitted, but did not require, sale of the Orange County Fairgrounds, with proceeds to be deposited in the State General Fund. The Orange County Fair and Event Center was the only fairgrounds to be sold under the provisions of the bill as other legislators successfully got their fairgrounds off list. The Schwarzenegger administration made several attempts to sell the property, the last one stopped by the 4th District Court of Appeal (Advanced Real Estate Services, Inc et al. v. California Department of General Services et al, 196 Cal. App. 4th 338; 128 Cal. Rptr. 3d 166). In July of 2011 Governor Brown took the property off the market. However, as long as ABX4 22 exists, one cannot be confident that the fairgrounds will not again be under

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threat. It is the Committee’s opinion that repealing ABX4 22 would ameliorate any lingering tensions regarding the Governor’s ability to sell the fairgrounds.

5. The Board of Directors retain an independent forensic auditor to determine if any public funds were spent for the formation and or the benefit of the OC Fair & Event Center Foundation or its members. This audit would also attempt to determine the total amount spent by the Board of Directors to promote the sale of the fairgrounds. Suggested expenditure of $10,000. The board should consider expanding the audit to examine additional contracts to determine whether similar arrangements occurred.

The billing statements to LSA Associates by Nossaman included work done for both the 32nd DAA (seller) and the private OCFEC Foundation (buyer), including preparation of bylaws and articles of incorporation as well as a telephone conference with “investors” (Nossaman invoices July 13, 2009, August 14, 2009). Some of the items apparently related to the foundation are marked “do not pay” on copies of the August 2009 and September 2009 invoices provided to FSRC in June 2012 even though they were paid in full by CCA on September 18, 2009. While an effort to rectify this was attempted and Nossaman credited the DAA $7,365.00 on Nov. 23, 2009 and $3,654.50 on Jan. 1, 2010 (Ackerman, November 23, 2009), the Committee believes that it would benefit the Association to determine if public funds were spent in an attempt to sell the property to the foundation, and to determine any financial conflicts of interest. Any payments made by the Association for work done on behalf of or for the benefit of the Foundation would constitute a gift of public funds. In addition as noted above, both Nossaman and Platinum were to provide specific services and little or no evidence exists as to what was actually provided. What policy arguments were developed by Platinum? What legislation was tracked? Were any written reports, memos, or e-mails provided to the DAA? What information was gathered by Nossaman regarding the possible sale of the fairgrounds? Was this provided in any sort of written report to the DAA?2 A request has been made for further documents from Nossaman. Nossaman invoiced for title and appraisal services. While some materials from Chicago National Title were provided to FSRC, nothing at all has been provided regarding Fuller’s appraisal services, nor has the public been able to obtain any such materials via a Public Records Act request. In November of 2009, then CEO Beazley asserted to Assembly Members Jose Solorio and Van Tran that no appraisal had been performed (Transcript of community meeting, November 9, 2009). Yet invoices covering a total $47,190.13 for Richard Fuller for appraisal services for May through September 2009 were submitted and paid (Nossaman invoices August 14, 2009; September 16, 2009). Even if the appraisal had not been completed, one might expect to see the results $47,190 produced.

2It should be noted that while Nossaman is a law firm, Nossaman activities were not legal activities protected by attorney client privilege. Further, the insertion of a third party, i.e. LSA into the contract would eliminate any such privilege.

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The 32nd DAA also paid for a survey by Probolsky Research which appeared focused on sale of the fairgrounds to a non-profit (Work Order, October 2009). Of the twenty five questions in the survey, four dealt with generalized issues which could be used to group respondents, seven dealt with the respondents experience at the Orange County Fair or Pacific Amphitheater, and the remainder addressed potential sale of the fairgrounds, including seven questions specifically addressing purchase and operation of the fairgrounds by a non-profit group. In his executive summary, Probolsky provides advice as to which arguments are most persuasive in generating support for sale of the fairgrounds to a non-profit group (Probolsky Research LLC, 2009, p. 11). The information generated by the survey would appear to have been of greatest value to the foundation, not the public represented by the 32nd DAA. It is the opinion of the Committee that the Board of Directors should retain an independent forensic auditor to research the relevant billing statements to investigate these issues regarding expenditure of public funds for the private OCFEC Foundation. The Committee further recommends that any funds determined to have been spent by the Association on behalf of or for the benefit of the Foundation be recouped. A further investigation of this entire process is warranted.

6. The DAA adhere strictly to Policy 3.1 (only officially passed motions of the Board are binding on the CEO) regarding direction of the Executive office from the Board of Directors.

Through review of the sale process, it became apparent that Board members acting individually or in smaller groups were directly or indirectly asserting authority or influence over the CEO in violation of Policy 3.1:

Only officially passed motions of the Board are binding on the CEO. Accordingly: Decisions or instructions of individual Board members, officers, or committees

are not binding on the CEO unless the Board has explicitly delegated such exercise of authority.

If Board members or committees request information or assistance without Board authorization, the CEO should refuse such requests that, in his/her opinion, require an inappropriate amount of staff time or expenditure of funds. The committee or Board member may then refer such requests to the full Board for consideration.

This is of particular concern regarding retention of Nossaman and Platinum. While some board members were unaware that Nossaman and Platinum had been hired (Padilla, December 18, 2012), billing records indicate that Nossaman had several contacts with other board members Dodge, Ellis, Hayakawa, Vandermost and Tucker (Nossaman invoices, August 14, 2009, September 16, 2009).

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The DAA hired Adam Probolsky to conduct a survey regarding public attitude toward the fair and the sale of the fairgrounds (Probolsky, October 2009). Records show that Probolsky contacted CEO Beazley indicating that Board Member Ellis had told him he was hired to conduct a poll (Probolsky e-mail, October 2009). It is not clear whether Ellis was transmitting a message from other parties of if Ellis had made the decision to hire Probolsky. It is the recommendation that the Board reaffirm their commitment to Policy 3.1.

7. The Board of Directors adopt a policy stating: The Board of Directors shall take no action which would result in the withdrawal of representation by the Attorney General’s office as a result to individual board conflicts.

Perceived Potential conflicts of interest involving the Board of Directors and the formation of the Foundation resulted in the Attorney General Office withdrawing its representation of the Association on Dec. 1, 2009 [Letter from J. Matthew Rodriquez, Chief Assistant Attorney General]. Since the Attorney withdrew its services the DAA has expended $804,000 in legal fees from February 2010 through September 2012. The Committee determined that it would be important to note that staff resources and time were also redirected to establish the OCFEC Foundation and facilitate the sale of the fairgrounds.

In addition, it has become apparent that counsel and the District Attorney was not made privy to important information regarding the various subcontracts and other activities, including the hiring of a recently former State Senator to liaise with state officials2. The Nossaman billing statements and records received from the California Construction Authority became public three months after the DA issued their report (Orange County District Attorney, 2010; Ayer, 2011). Regarding formation of the foundations an Orange County District Attorney report stated that:

The Board should have consulted with the deputy AG before acting [italics not added].

The Committee recommends that the Board of Directors adopt a policy stating that the Board of Directors shall take no action which would result in the withdrawal of representation by the Attorney General’s Office.

8. The Board of Directors shall adopt a policy stating: any contract for political advocacy must be pre-approved by the Board of Directors.

2 The District Attorney focused its investigation into potential conflict of interest by 32nd DAA Board Members. However, OCDA also looked into the actions of former State Senator Dick Ackermen, concluding that “Even if Mr. Ackerman’s contacts could somehow be characterized as ‘lobbying’, they would still be within the law because his contact was not with State legislators” (OCDA report, 2010). However, billing records belie the assertion that Mr. Ackerman’s contact “was not with State legislators” (Nossaman invoices, July 13, 2009, August 14, 2009, September 16, 2009), raising concern as to whether accurate information was provided to OCDA.

Page 13 of 17

LSA invoices indicate that both Platinum Advisors and Nossaman were retained to perform liaison functions with State officials, though the specific activities are not entirely clear. The DAA did not contract with the two firms directly, but retained the firms as subcontractors to LSA and paid through monies on deposit with CCA. The subcontracts were not subject to Board approval, and billing for services performed by Nossaman and Platinum did not appear on any warrants approved by the Board inasmuch as the DAA approved only the master contract with LSA which was administered by the CCA. Members of the public inquiring about any contract with Nossaman personnel were told by DAA staff that no contract existed. Platinum Advisors was so under the radar, no one even knew to ask for a copy of a contract. Though work was performed in 2009, the public, possibly even including some Board members, was not aware of what had ensued until January of 2011, as noted above. While it is not improper for the Association to retain the services of political advocates, the Committee recommends that the Board of Directors draft and adopt a policy stating that any contract for political advocacy must be pre-approved by the Board of Directors.

9. The Board of Directors should continue to review the CEO signing authority on an annual basis.

Page 14 of 17

Sources

32nd District Agricultural Association, Board of Directors meeting excerpt, August 26, 2004.

32nd District Agricultural Association, transcript of the Meeting and Retreat of the Board of Directors of the Thirty Second District Agricultural Association, December 11, 2008.

32nd District Agricultural Association, Transcript of community meeting, November 9, 2009

32nd District Agricultural Association, Bylaws, December 11, 2008

32nd District Agricultural Association, Board of Directors Governing Policy Manual, December 11, 2008

32nd District Agricultural Association, OCFEC 2009 check register

32nd District Agricultural Association, Work Order, October 2009

Ackerman, Dick, Letter to Frank Haselton, November 23, 2009

Advanced Real Estate Services, Inc et al. v. California Department of General Services et al, 196 Cal. App. 4th 338; 128 Cal. Rptr. 3d 166

Ayer, Gus, annotated Investigation into Conflict of Interest Allegations Against the Orange County Fair Board, 2011

Ayer, Gus, Summary LSA Contract with CCA, Equestrian Center, Ayer, 2011 Beazley, Steve, e-mail Dec. 21, 2010, 6:09 pm

California Assembly, Assembly Bill X4 22 (Evans), 2009

California Fairs Financing Authority dba California Construction Authority, Contract No. K-00-44, Oct. 30, 2000 with amendments September 10,2003, December 22, 2003, December 27, 2004, February 20, 2007, February 25, 2007

California Fairs Financing Authority dba California Construction Authority, Contract No. K-09-17, Feb.17, 2009

California Food and Agriculture Code

California Government Code

California Performance Review Commission, The Public Perspective: Report of the California Performance Review Commission, October 2004

Page 15 of 17

California Performance Review Report, Volume 4, August 2004

California Performance Review, High-Value Urban Properties in the State’s Inventory, June 2004

California Secretary of State, Business Entity Detail, 2012, http://kepler.sos.ca.gov/

Daily Pilot, A Better than Fair Proposal, May 16, 2004

Daily Pilot, Fair Board Probed, October 22, 2009

Ellis, David, 32nd DAA Board Chair, e-mail Dec. 22, 2010, 12:55 pm

Hoban, Jerome, then 32nd DAA Vice President, Operations, e-mails of May 27, 2009, 4:59 pm; September 14, 2009, 2:50 pm

Hudson, Kathy, 32nd DAA Finance Director, e-mails of January 8, 2010; 4:22 pm, May 25, 2010, 2:31 pm

Los Angeles Times, Gov. proposes selling L.A. Coliseum, other properties to raise cash, May 14, 2009

LSA Associates, Inc., Contract Agreement with Nossaman LLP, Oct. 28, 2009/July31, 2009

LSA Associates, Inc., Contract Agreement with Platinum Advisors, June 9, 2009

LSA Associates, Inc., Contract Extension with Platinum Advisors, November 4, 2009

LSA Associates, Inc., Invoices March 18; 2009 April 21, 2009; May 12, 2009; June 16, 2009; July 20, 2009; August 21, 2009; September 23, 2009; October 15, 2009; November 23, 2009; December 21, 2009, January 7, 2010

Nanjo, Henry, Assistant Chief Counsel, California Department of General Services, e-mails, December 21, 2010, 4:14 pm; Dec. 21, 2010, 5:31 pm; Dec. 22, 2010, 9:44 am; Dec. 22, 2010, 11:12 am

Nossaman LLP, Invoices June 22, 2009; July 13, 2009; August 14, 2009; September 16, 2009, November 10, 2009

Orange County District Attorney, Investigation into Conflict of Interest Allegations Against the Orange County Fair Board, 2010

Orange County Register, Great Park advocated as new county fair site; Proposed move to Irvine strikes 'sour note' in Costa Mesa, April 29, 2004

Page 16 of 17

Padilla, David, Letter to Chair Mike McCrary, Fair Sale Review Committee, January 10, 2013

Probolsky Research, Customer, Marketing & Outlook Survey Prepared for OC Fair & Event Center, October 2009

Sears, Theresa, Fair Sale Flow Chart, Sears 2013

Sears, Theresa, Summary LSA/Nossaman Invoices, Fuller Appraisal fees, contact list, Sears 2013 Voice of OC, March 13, 2012, Fair Board Makes Activists Wait 820 Days for Copies of Public Records Sears, Theresa letter CCA PRA request June 3, 2011; Sears Email to CFSA Bardaro 3:42pm November 28, 2011; Sears Email to CFSA Hyde 4:16 pm December 2, 2011

Individuals interviewed

Helen Arens

Gus Ayer

Katrina Foley

Frank Haselton

David Padilla

Jose Solorio

Jeff Teller

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Board of Directors Agenda Report MEETING DATE: JANUARY 17, 2013 ITEM NUMBER: 9C

SUBJECT: Review 2003 OCFEC Master Plan DATE: January 11, 2013 FROM: Gary Hardesty, OCFEC Chief Technology & Production Officer PRESENTATION BY: Gary Hardesty, OCFEC Chief Technology & Production

Officer ___________________________________________________________________ RECOMMENDATION Information Item BACKGROUND At the October 25, 2012 Board of Directors meeting, staff was requested as part of the 2013 Workplan to present an presentation regarding the OCFEC Master Plan approved in 2003. An update will be provided during the Board of Directors meeting scheduled for Thursday, January 17, 2013.

Board of Directors Agenda Report MEETING DATE: JANUARY 17, 2013 ITEM NUMBER: 9D

SUBJECT: Pacific Amphitheatre Bid Results, Phase I Earth Work DATE: January 11, 2013 FROM: Jerome Hoban, OCFEC CEO PRESENTATION BY: Jerome Hoban, OCFEC CEO ___________________________________________________________________ RECOMMENDATION Approve the Letter of Understanding (LOU) with California Fair Financing Authority (CFFA) to implement Phase I of the Pacific Amphitheatre Berm project. BACKGROUND At the Board meeting August 24, 2012, the Board approved the Pacific Amphitheatre Facility Project. Architects have prepared drawings for Phase I of the project to be implemented January through June before the 2013 OC Fair. (See project schedule attached). Phase I consists of earth moving and re-contouring of the berm. The project was bid and there were fourteen responses with bids ranging from $1,381,400 to $2,598,708. The bids are less than the engineers’ estimate for the scope of work in Phase I. The LOU with CFFA includes the contractors cost, management fees, inspection services and a contingency budget totaling $2,022,634 (see LOU attached).

ORANGE COUNTY FAIR & EVENT CENTER PACIFIC AMPHITHEATER BERM RENOVATION

03211031

PROJECT SCHEDULE DATES

PHASE I

Project Advertised Orange County Register-12.05.12; 12.19.12 Plainwell BidCaster-12.05.12 McGraw-Hill PlanRoom-12.05.12 Plans Available to Bidders- 12.13.12 Project Job Walk- 01.03.13 @ 1:00 pm Project Bid Date- 01.10.13 @ 2:00 pm Project Award Date- 01.17.13 Project Milestones: February 28- Mobilization/Tree Removal/Grubbing Complete May 31- Substantial Completion of Project to 90% June 14- Final Completion

PHASE II

Progress Set of Plans for Review-12.19.12 Comments to MAKE regarding Progress Set- 01.11.13 Substantial Completion of Phase II Plans- 03.27.13 Plan Sets to State Fire Marshall- 04.04.13 Plan Sets to DSA Access Only- 04.04.13 Phase II Advertised- 04.24.13 Plans Available to Bidders- 05.01.13 Project Job Walk- 05.28.13 Project Bid Date- 06.06.13 Project Award Date- 06.20.13 Project Start Date- 08.19.13

Board of Directors Agenda Report MEETING DATE: JANUARY 17, 2013 ITEM NUMBER: 9E

SUBJECT: Review Next Steps for OCFEC/OCC Parking Structure – Environmental Review Process

DATE: January 11, 2013 FROM: Jerome Hoban, OCFEC CEO PRESENTATION BY: Jerome Hoban, OCFEC CEO ___________________________________________________________________ RECOMMENDATION Authorize Staff to work with Orange Coast College (OCC) to develop a proposed project description for Board consideration. The next steps would be for the Board and OCC to agree upon the project and then direct an environmental firm to conduct an initial assessment to determine the appropriate level of CEQA review and to initiate the CEQA process. BACKGROUND In 2008, Orange Coast College, the City of Costa Mesa and the OC Fair & Event Center jointly studied the concept of building a shared use parking structure. At the December 20, 2012 Board meeting, representatives of Orange Coast College addressed the Board. They explained that Measure M funding was secured in the last election to facilitate their facility’s Master Plan. They expressed interest in revisiting discussions about a shared use parking structure. The Board asked for the item to be put on the agenda at the next Board meeting to discuss potential next steps. Our Master Plan firm, LSA Associates, has drafted a letter that outlines the process for environmental review of a potential parking structure and pedestrian bridges (see attached).

1/10/13 «P:\CCZ030\Parking_Structure.doc»

L S A A S S O C I A T E S , I N C . 2 0 E X E C U T I V E P A R K , S U I T E 2 0 0 I R V I N E , C A L I F O R N I A 9 2 6 1 4

9 4 9 . 5 5 3 . 0 6 6 6 T E L 9 4 9 . 5 5 3 . 8 0 7 6 F A X

B E R K E L E Y C A R L S B A D F O R T C O L L I N S

F R E S N O P A L M S P R I N G S P T . R I C H M O N D

R I V E R S I D E R O C K L I N S A N L U I S O B I S P O

P L A N N I N G | E N V I R O N M E N T A L S C I E N C E S | D E S I G N

January 10, 2013 Mr. Jerome Hoban CEO Orange County Fair and Event Center 88 Fair Drive Costa Mesa, CA 92626

Subject: Potential Parking Structure and Pedestrian Bridge: Environmental Review Dear Mr. Hoban: You have asked us to outline the process for environmental review of a potential parking structure and pedestrian bridge on fairgrounds property. OCFEC Master Plan and EIR

The current and effective OCFEC Master Plan and EIR were approved and certified, respectively, by the OCFEC Board of Directors in 2003. The Master Plan proposed several improvements in various phases with an implementation schedule of approximately 8 to 10 years. Prior to the planning and eventual construction of each improvement, the OCFEC conducted a review that determined the improvement’s consistency with the Master Plan and whether additional environmental review was warranted. To date, a significant portion of the Master Plan has been implemented as determined by need and available resources. A comprehensive traffic, circulation, and parking analysis was conducted for the Master Plan and included as part of the EIR. The EIR acknowledged that parking demand, particularly during large events, exceeded parking supply. In addition, nearly one-half of the OCFEC site is dedicated to surface parking, indicating the importance of accommodating the OCFEC’s clients on site during any type of event. Historically and currently, parking has been and is a preeminent issue for the fairgrounds throughout the year. A multi-level parking structure was not included as part of the 2003 OCFEC Master Plan project description. Therefore, the 2003 OCFC Master Plan EIR did not analyze a multi-level parking structure at the southeast corner of Arlington Drive and Fairview Road, or at any other location on or off the fairgrounds, as part of the Master Plan’s project description. OCC/OCFEC

Historically, OCC and OCFEC have had a cooperative understanding allowing OCC students to use the OCFEC’s surface parking at the southeast corner of Arlington Drive and Fairview Road. Students parking at this location use the crosswalk at the Fairview Road/Arlington Drive intersection to access

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L S A A S S O C I A T E S , I N C .

the OCC campus. During the annual summer Fair, OCC’s parking lots are used for Fair attendees and employees. OCC’s enrollment in 2007 was approximately 23,000. Currently, OCC’s enrollment is approximately 25,000. The total number of people attending the annual Fair in 2007 was approximately 1,090,000. In 2012, approximately 1,300,000 people attended the annual Fair. These trends apply additional pressure to the need to seek additional parking supply alternatives. Environmental Review

As the Lead Agency for proposed projects for the fairgrounds, the OCFEC Board of Directors is responsible for preparing an EIR, ND, or MND prior to approving these projects.1 To determine whether an EIR, ND, or MND would be the appropriate means of environmental review, the Lead Agency prepares an Initial Study (IS) pursuant to Section 15063 of the CEQA Guidelines. Once the IS is completed—and based upon its findings—the Lead Agency will prepare an EIR, ND, or MND. Should the Lead Agency, through preparation of the IS, determine that the proposed project may result in one or more significant and unavoidable environmental impacts, an EIR will be prepared. Should the Lead Agency determine that the proposed project would not result in any significant and unavoidable environmental impacts, an ND may be prepared. However, should the Lead Agency determine that the proposed project may result in one or more significant and unavoidable environmental impacts, but these impacts can be mitigated to levels below significance though additional design measures or changes in the proposed design, then an MND may be prepared. Potential environmental issues with a parking structure at the southeast corner of Arlington Drive and Fairview Road may include traffic and circulation (safety and design), aesthetics, water quality, and lighting. Once a description of the proposed has been approved, LSA will conduct an IS to determine the appropriate level of CEQA review. Thank you for this opportunity to be of continued service to you and your Board of Directors. Should there be any questions or need for further information, please contact Nicole Dubois or me at (949) 553-0666. Sincerely, LSA ASSOCIATES, INC. Frank L. Haselton Managing Principal

1 CEQA Guidelines, Section 15050(a)

Documents

The mission of OCFEC is… CELEBRATION OF ORANGE COUNTY S ... · A. Block Party Recap 6. ... meeting and are limited to three minutes. Public comment is allowed on issues NOT on the