NOTICE OF MEETING

The 22nd DAA Board of Directors meeting is scheduled for Tuesday, April 24, 2018 at 2:00 p.m., in the Board Meeting Room, , 2260 Jimmy Durante Blvd., Del Mar, , to consider the attached agenda.

22nd District Agricultural Association Board of Directors

Steve Shewmaker, President Russ Penniman, Director Richard Valdez, Vice-President Frederick Schenk, Director Lisa Barkett, Director Pierre Sleiman, Director Lee Haydu, Director David Watson, Director Kathlyn Mead, Director

*This notice is also available on the Internet at: www.delmarfairgrounds.com

MISSION STATEMENT To manage and promote a world class, multi-use, public assembly facility with an emphasis on agriculture, education, entertainment, and recreation in a fiscally sound and environmentally conscientious manner for the benefit of all.

DEL MAR FAIRGROUNDS BOARD OF DIRECTORS MEETING April 24, 2018 (2:00 p.m.) AGENDA

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 General Manager, (858) 755-1161, at least five working days prior to the meeting to insure the proper arrangements can be made.

Items listed on this Agenda may be considered in any order, at the discretion of the chairperson.

This Agenda, and all notices required by the California Bagley-Keene Open Meeting Act, are available on the Internet at: www.delmarfairgrounds.com

I. CALL TO ORDER – PRESIDENT STEVE SHEWMAKER

II. ROLL CALL PAGE III. CONSENT CALENDAR 5-28

The items on the Consent Calendar will be enacted in accordance with recommended action under one motion unless trailed from the Consent Calendar by the Board. Any member wishing to trail an item from the Consent Calendar should notify the General Manager prior to the meeting. Trailed items will be considered after the motion to approve the Consent Calendar.

A. Minutes, Regular Meeting, March 13, 2018 6-10 B. 2018 San Diego County Fair Potential New Vendor List Approval 11-19 C. 2018 San Diego County Fair Exhibits Judges & Volunteer Agreements 20-25 D. Out of Travel Approval 26 E. Sponsorship Agreements 27 F. Contracts Approval 28

IV. MANAGER’S REPORT 29-33 The Board may take approval action on the Manager’s Report:

A. Employee Recognition for 20 years of Service (Informational) 30 B. Events Report (Informational) 31-33 C. Don Diego Scholarship Foundation Report (Informational) D. STOP THE BLEED Campaign overview (Informational) 34 E. Other (Informational)

V. COMMITTEE REPORTS PAGE The Board may take approval action on Committee Reports and New Committee Assignments:

A. Finance Committee – Russ Penniman, Chair 35 1. Approval of Debt Policy for the 22nd DAA (Informational/Action Item) 36-39 2. Approval of Resolution regarding financing agreement with IBank 40-48 (Informational/Action Item)

B. SSRP Alternative Uses Committee – Steve Shewmaker, Chair 35 1. Surfside Race Place renovation update (Informational)

C. Contracts Oversight Committee, Steve Shewmaker, Chair 35 1. Approval of Construction Contract with Barnhart/Reese (Informational/Action)

D. KAABOO Ad Hoc Committee – Richard Valdez, Chair 49 1. Committee Report (Informational)

E. Food & Beverage Committee – Lisa Barkett, Chair 49 1. Premier P & L Statement – February 2018 (Informational/Action) 50

F. RTA/RTLC Committee – Richard Valdez, Chair 49 1. Report on March 26, 2018 RTLC/RTA meetings (Informational/Action)

G. Land Use/Environmental/Master Plan Committee - David Watson, Chair 51 1. Discussion and possible direction on a scope of work for an analysis of additional year round parking options for Fairgrounds. (Informational/Action) 2. Presentation from San Dieguito River Valley Conservancy (Informational)

H. Community Relations Committee - David Watson, Chair 51 1. Meeting with Representatives from Del Mar & Solana Beach (Informational)

I. Fair Operations Committee – Frederick Schenk, Chair 52 1. Exhibits 2018 What’s New (Informational) 53-58 2. San Diego County Fair Grandstand Entertainment Contracts Approval (Action) 59 4. San Diego County Fair Grounds Stage Entertainment Contracts Approval (Action) 60-63

J. DMTC /Satellite Wagering Committee – Russ Penniman, Chair 64 1. DMTC Update (Informational) 2. Satellite Wagering Report (Informational) 65-66

K. Horseshow/Horsepark Committee – Russ Penniman, Chair 64 1. Del Mar National Horse Show Update (Informational/Action)

L. Legal Committee – Richard Valdez, Chair 64 1. Committee Report (Informational/Action)

VII. PUBLIC COMMENT Speakers are requested to sign in prior to the start of the meeting and are limited to three minutes. Speaker’s time may be modified based on the number of public speakers. 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.

VII. PUBLIC COMMENT continued 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.

VIII. DIRECTORS REQUESTS 1. Board Communication (Informational/Action)

IX. CLOSED EXECUTIVE SESSIONS (NOT OPEN TO THE PUBLIC) Pursuant to the authority of Government Code section 11126(a), (b), and (e), the Board of Directors will meet in closed executive sessions. The purpose of these executive sessions is:

1. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 22nd District Agricultural Association. 2. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd District Agricultural Association. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. 3. To confer with and receive advice from legal counsel regarding potential litigation involving a protest in regards to Request for Proposal (RFP) 18-02 Ticketless Midway and Cashless Gaming. 4. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party. Guillermo Munoz v. 22nd District Agricultural Association, Claim No. 7030090048 5. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party. Jose Luis Morales v. 22nd District Agricultural Association, 4th District Court of Appeal, Division 1, Case No. D067247 6. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Gillian Brown v. 22nd District Agricultural Association, District Court, Southern District of California, Case No. 15CV2578 7. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Aegis Software, Inc. v. 22nd District Agricultural Association, United States District Court, Southern District of California, Case No. 15CV2956 8. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Arthur Senteno v. 22nd District Agricultural Association, San Diego County Superior Court, Case No. 37-2016-00005557-CU-WT-CTL.

X. RECONVENE TO OPEN SESSION A. Report on actions, if any, taken by the Board in closed executive session.

XI. DIRECTORS CLOSING COMMENTS

XII. FOR YOUR INFORMATION 67-72

A. 22nd DAA Financial Statements 68-69 B. Satellite Wagering Operating Statement 70 C. RTA & RTLC Financial Reports 71-72 D. Correspondence (See Addendum Gun Show Correspondence) 2-88

XIII. ADJOURNMENT

4/19/2018 5:29 PM

CONSENT CALENDAR

The items on the Consent Calendar will be enacted in accordance with recommended action under one motion unless trailed from the Consent Calendar by the Board. Any member wishing to trail an item from the Consent Calendar should notify the General Manager prior to the meeting. Trailed items will be considered after the motion to approve the Consent Calendar.

A. Minutes, Regular Meeting, March 13, 2018 B. Concessions Department 2018 San Diego County Fair Potential New Vendor List Approval - WL001- WL115 C. 2018 San Diego County Fair Exhibits Judges & Volunteer Agreements D. Out of Travel Approval E. Sponsorship Agreements F. Contracts Approval

Page 5 nd 22 DISTRICT AGRICULTURAL ASSOCIATION Board of Directors Meeting Del Mar Fairgrounds MarchMINUTES13, 2018

nd The 22 District Agricultural Association, Board of Directors met in the Sports Club at Surfside Race Place at OFFICERSthe Del Mar PRESENT: Fairgrounds on March 13, 2018 at 1:30 p.m.

Steve Shewmaker, President Richard Valdez, Vice President DIRECTORSTim Fennell, Manager,PRESENT Secretary-Treasurer

DIRECTORS/OFFICERSLisa Barkett, Lee Haydu, KathlynABSENCE Mead, Russ Penniman, Frederick Schenk, Pierre Sleiman and David Watson

OTHERSAll present PRESENT

Josh Caplan, Deputy Attorney General- nd Katie Mueller, Deputy General Manager -nd2 DAA Gary Reist, Deputy General Manager nd22 DAA Rita Walz, Chief Financial Officer – 22 ndDAA CALLDonna TOO’Leary, ORDER Executive Assistant - 22 DAA

ROLLPresident CALL Steve Shewmaker called the meeting to order at 1:30 p.m. with a quorum present.

CONSENTAll Directors CALENDAR were present except for Directors Kathlyn Mead and Lisa Barkett who arrived later.

Director Russ Penniman moved for approval of Items A through F on the Consent Calendar.

A. Minutes, Regular Meeting, February 13, 2017 B. 2018 San Diego County Fair Midway Game Agreements C. 2018 San Diego County Fair Midway Rides & wait list Agreements D. 2018 San Diego County Fair Midway Independent Amusement Agreements E. Out of Travel Approval F. Contracts Approval

Director David Watson seconded the motion. Directors Pierre Sleiman, David Watson, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee Haydu and Russ Penniman were all in MANAGERSfavor and theREPORT motion carried. Directors Kathlyn Mead and Lisa Barkett were not present for the vote.

Events Report CEO Timothy Fennell reviewed the events for March and April 2018 on pages 23-26 of the Board packet. Director Watson asked Mr. Fennell to briefly explain how the event contract amounts are determined.

Page 6 nd 22 DAA Board Meeting Minutes March 13, 2018 MANAGERSPage two of fiveREPORT continued

(Director Barkett arrived at 1:37 p.m.)

Don Diego Scholarship Foundation Director Lisa Barkett reported on behalf of Executive Director Chana Mannen. The Don Diego Gala has been set for June 7, 2018. The concert is KANSAS and everyone is welcome to buy a ticket. The Don Diego Scholarship Foundation fund is doing very well which has enabled the Foundation to give out two new vocational scholarships. Three of the past Presidents, Paul Ecke, Allan Royster and Jon Liss were honored at the last meeting and will now become advisory and honorary members.

Surfside Race Place renovation update COMMITTEEGary Reist presented REPORTS a virtual tour of the proposed changes for the Surfside Race Place remodel project.

FINANCE COMMITTEE

– Russ Penniman, Chair KAABOO Letter to IBANK A letter of support for the IBANK loan to the Del Mar Fairgrounds signed by Bryan Gordon was included in the Board packet on pages 28-29.

IBank Loan and Resolution Update Director Russ Penniman reviewed the revised Resolution on pages 30-32. The original loan amount for approval was $16.5 million. Director Penniman explained the need to increase the loan amount to $18.5 million. IBank is supportive to increasing the loan. Director David Watson motion to support the Resolution which asks for a loan in the amount of $18.5 million. Vice-President Richard Valdez seconded. Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee Haydu and Russ Penniman were all in favor and the motion carried. Director Kathlyn Mead was KAABOOnot present AD for HOC the COMMITTEEvote.

– Richard Valdez, Chair Committee Reports Vice-President Valdez said that he and Director Penniman met with Nate Prenger, Senior Vice-President of Operations for KAABOO and CFO Robert Walker regarding the discussions at last month’s Board meeting and about now moving forward with a Premier component included in their contract. President Shewmaker met with Mr. Gordon, CEO of KAABOO, LLC and while they were upset that they did not get the Talent Buying contract they understood the need to bring it in house and will support that decision. CONTRACTS(Director Kathlyn OVERSITE Mead arrived COMMITTEE at 2:01 p.m.)

– Steve Shewmaker, Chair KAABOO’s request for approval for extension of the Spectrum Contract Nate Prenger, Senior Vice-President of Operations for KAABOO and Ken Wilson, General Manager for Premier Food Services, announced that they have come to an agreement to fulfill the KAABOO staff catering needs for 2018. The staff catering element represents the largest catering component and will bring new jobs for Premier employees that were not available in 2017. KAABOO presented two options for use of an alternate concessions provider. (See page 33A of Board Packet) Before the vote there was Public Comment and more discussion.

Director Russ Penniman motioned to approve Option 1. Director Frederick Schenk seconded. Director David Watson added an amendment to the motion to read “motion for approval of one year use of Spectrum, contingent upon the ultimate contract between KAABOO and Premier reflecting the terms set forth in the Memorandum of Understanding that is signed by both Robert Walker and Ken Wilson dated March 12.” Director Pierre Sleiman requested that there be an in-house auditor/inspector hired to monitor the operation during KAABOO. Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice- President Valdez, Directors Frederick Schenk, Lee Haydu, Russ Penniman and Kathlyn Mead were all in favor and the motion carried. Page 7 nd 22 DAA Board Meeting Minutes March 13, 2018 Page three of five PUBLIC COMMENT 

 Eric East, a Premier Bartender, read a statement on behalf of all levels of Premier staff asking that the Board vote No against the approval of KAABOO’s request.  Charlotte Goldstein, a Premier Bartender, said that when working for Spectrum she made no money and that Spectrum created a hostile work environment. April Donnelly, a Premier Bartender, handed out a survey taken by Premier workers in regards to what  they thought about working for KAABOO. Most did not enjoy working for KAABOO and asked that  KAABOO’s request be denied.  Karen Goldstein urged the Board to only vote for a one-year contract. Kelly McCormick thanked the Board for adopting the anti-smoking and vaping policies. Dave Ericson, who has been associated with the Fairgrounds for 25 years thanked the Board for all they do and thanked the staff members for making the Fairgrounds a special place.

The following people gave their opinions as to why holding Gun Shows at the Del Mar Fairgrounds should not be banned: John Ellis, Air Force Veteran; Bob Templeton, owner of Crossroads of the West Gun Shows; Michael Schwartz, Executive Director for San Diego County Gun Owners; John Dillon, in-house counsel for San Diego County Gun Owners Association; Gina Roberts, a resident of Valley Center; James Hicks, a resident of San Diego County; Brian Brady, a resident of San Diego; Michael Johnson, Executive Director of SD Must; Jay Medina read a letter from Assemblyman Randy Voepel, addressed to the Board stating his support for continuing the Crossroads Gun Shows.

The following person gave her opinion as to why holding Gun Shows at the Del Mar Fairgrounds should be FOODbanned: & BEVERAGEAsh Langan, representing North County school children

– Lisa Barkett, Chair Premier P&L Statement – January 2018 Director Lisa Barkett referred to page 34 of the Board packet and reported that total revenue for January was RTA/RTLC$146,363 which is a little over $39,000 more than what was budgeted.

– Richard Valdez, Chair Approval of the 2018 RTA budget Vice-President Richard Valdez reviewed in detail the information on pages 35-39 of the Board packet regarding the 2018 proposed RTA Budget. Director Kathlyn Mead moved to approve the proposed 2018 RTA Budget. Director Russ Penniman seconded. After discussion the vote was taken, Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee LANDHaydu, USE/ENVIRONMENTAL/MASTERRuss Penniman and Kathlyn Mead PLANwere all in favor and the motion carried.

– David Watson, Chair Discussion and possible direction on a scope of work for an analysis of additional year round parking options for Fairgrounds This item was tabled until the April Board meeting to give Dustin Fuller more time to prepare a more detailed COMMUNITYanalysis. RELATIONS

– David Watson, Chair Committee Report Director David Watson said that the committee met and two topics were discussed. The first was the city’s efforts to create a CCA, a Community Choice Aggregation, which basically is a Joint Powers Agreement that would allow the cities to directly buy their own electricity. The second was the Gun Shows. Pat Kerins, Chief of Security for the Del Mar Fairgrounds was also at the meeting to answer questions from the City Representatives.

Page 8 nd 22 DAA Board Meeting Minutes March 13, 2018 Page four of five FAIR OPERATIONS

– Frederick Schenk, Chair

Community Outreach Programs Review Jacky Eshelby, Exhibits Manager, gave an overview presentation of all the Exhibits Department Community Outreach Programs, i.e. the Banner Program, School Tours, Plant-Grow-Eat, and Field Trip programs. Ms. Eshelby also reviewed the results from a focus group that was done with kids ages 12-18.

2018 San Diego County Fair Grandstand Entertainment Contracts Director Frederic Schenk moved for approval of the Grandstand Entertainment contracts as listed on page 42 of the Board packet except for REIK on July 1, they are not going to be considered for this vote. Director Lee Haydu seconded the motion. Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee Haydu, Russ Penniman and Kathlyn Mead were all in favor and the motion carried.

2018 San Diego County Fair Paddock Stage Entertainment Contracts Director Frederic Schenk moved for approval of the Paddock Concert Series contracts as listed on page 43 of the Board packet. Director Lee Haydu seconded the motion. Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee Haydu, Russ DMTCPenniman LIAISON/SATELLITEand Kathlyn Mead wereWAGERING all in favor and the motion carried.

– Russ Penniman, Chair

DMTC Update Josh Rubinstein, President of the Del Mar Thoroughbred Club, said that the 388 horses still stabled at Del Mar due to the Lilac Fires will be transitioning back to San Luis Rey Downs possibly starting early April.

Breeders Cup Economic Impact Brandy Harmon, Vice-President for Breeders Cup, gave an overview of the economic impact the Breeder’s Cup brought to the San Diego economy. Ms. Harmon announced that $96.8 million was generated in economic benefits, the highest reported from any other prior Breeder’s Cup event.

Satellite Wagering Report HORSESHOW/HORSEPARKGeorge Bradvica, Surfside Race Place Manager reviewed his report on pages 47-48 of the Board packet.

– Russ Penniman, Chair

Committee Report GOVERNMENTThe Del Mar National RELATIONS Horseshow begins on April 17,2018.

– Frederick Schenk, Chair Committee Report Josh Rubinstein, President of the Del Mar Thoroughbred Club, gave an update on the legislation for sports wagering. The Supreme Court is currently reviewing an appeal by the State of New Jersey where sports wagering is outlawed federally by PASPA, the Professional and Amateur Sports Protection Act. In California there is a bill to introduce an amendment to the Constitution which would allow sports wagering if the federal LEGALlaw changed. COMMITTEE Mr. Rubinstein said a decision in the New Jersey case could come as early April.

– Richard Valdez, Chair Committee Report The Board will discuss in Executive Session.

Page 9 nd 22 DAA Board Meeting Minutes March 13, 2018 Page five of five

CLOSED EXECUTIVE SESSION

RECONVENEPresident Shewmaker TO OPENadjourned SESSION the Board into Executive Session at 4:00 p.m.

DIRECTORSThe public session REQUESTS reconvened at 4:56 p.m. President Shewmaker said there was not nothing to report.

nd Review, discuss and/or approve the proposed changes to the 22 DAA Contracts Policy Director Lisa Barkett asked for this to be included as a protection to the General Manager when signing contracts. Director Watson said that the only issue he saw as problematic was that if the Board of Directors approves a contract originally, then any amendment made to that contract should come back to the Board for approval. Also, if the said contract is perceived as controversial or a topic of major public interest the contract should come to the Board first for approval. Director Watson moved to add an addendum to the current contracts policy that has the following points: An amendment to any contract that the Board originally approved will come to the Board, and any contract that might generate controversial or significant public interest should come to the Board. Director Penniman seconded. Directors Pierre Sleiman, David Watson, Lisa Barkett, President Steve Shewmaker, Vice-President Valdez, Directors Frederick Schenk, Lee Haydu, Russ DIRECTORSPenniman and CLOSING Kathlyn COMMENTSMead were all in favor and the motion carried.

Director Watson complimented the President, Vice-President of the Board and fellow Board Members for being ADJOURNMENTable to put aside any differences they had and work positively on solutions.

There being no further business to discuss, President Shewmaker adjourned the meeting at 5:15 p.m.

______Timothy J. Fennell Secretary/Treasurer TJF: dmo – 03/13/18

Page 10 Concessions Department 2018 San Diego County Fair Potential New Vendor List Approval - WL001- WL115

WL001 ALL AROUND PRODUCT DOG TREATS; SMOKED BONES, DOG CHEWS, DOG RIVAS, MANNY JERKY 16672 BOLERO LANE HUNTINGTON BEACH CA 92649

WL002 ALL STARS DIPS ALL STARS DIP MIX, CHEESECAKE MIX HURWITZ, JOE PO BOX 21579 CONCORD CA 94521

WL003 AMERICA FUJI HEALTHWARE INC. CLEAN WELL MEAT AND VEGETABLE CLEANER, BODY HUANG, PHILIP RIDOX H2 TANK, HYDROGEN GENERATOR TRANSFORMS 630 W SANTA ANITA ST NORMAL DRINKING WATER INTO HYDROGEN RICH SAN GABRIEL CA 91776 WATER.

WL004 APPLE GALORE CELLULAR PHONE WALLET FOR MEN AND WOMEN, USB JIMENEZ, DANIEL ADAPTER AND USB CABLES FOR PHONE AND 10800 W PICO BLVD COMPUTERS, UNIVERSAL SOLAR CHARGER AND LOS ANGELES CA 90064 PORTABLE BLUE TOOTH SPEAKER.

WL005 ASP LLC STAR FIBER MICROFIBER MOP, TOWELS, DUSTERS, PINEDA, STEVE WINDOW TOOL, WALL ORGANIZER 9120 SW 34TH ST MIAMI FL 33165

WL006 A SPICE ABOVE DIPS AND DESSERTS BENSON, PETE PO BOX 1405 CROWN POINT IL 46308-1405

WL007 AUTO TRENDS NFL, MLB, NBA & NHL HITCH COVER, LICENSE PLATE REPPERT, MARK FRAMES, LANYARDS, KEY CHAINS, JEWELRY & DECALS, 2002 WOODBRIDGE LN PLAIN, NOVELTY, RHINESTONE & MILITARY LICENSE LINCOLN CA 95648 PLATE FRAMES, CUSTOM LICENSE PLATE FRAMES

WL008 FIRE & PINE HAND CUT AND PAINTED WOODEN BURNED HISTORIC WARTES, DENVER MAPS, PATENT PRINTS, LAKES AND RIVERS, STATES, 240 SHORT CUT RD WHIMSICAL WATERWAY DESIGNS AND ABSTRACTS RIDGELAND SC 29936

WL009 BHU NAMDOL DRESSES, SKIRTS & TOPS (FROM INDIA & THAILAND), TSONDU, JAMPA PANS, SHORTS AND TANK TOPS, BAGS, WALL 18327 MERIDIAN AVE NORTH HANGINGS, JEWELRY, KEY CHAINS SHORELINE WA 98133

WL010 BLACK TIE CARAMEL PRE PACKAGED CARAMEL CANDIES (VARIETY OF SALTERS, CINDY FLAVORS), PRE PACKAGED GOURMET CARAMEL SAUCES 8433 W PEORIA AVE (VARIETY OF FLAVORS), PRE PACKAGED CARAMEL PEORIA AZ 85345 PRETZELS, COOKIES, PRE PACKAGED SALTED CARAMEL

WL011 CALIFORNIA PET GEAR LEASHES; HARNESS, VEHICLE , HAND FREE WILKINS, JAMES 937 W F ST COLTON CA 92324

WL012 CHRISTIAN TEES & MORE CHRISTIAN TEES 2T-5X, HOODIES, TRANSFORMATION CHILDERS, LEAH MUGS, CAPS 2601 E. VICTORIA ST. #507 RANCHO DOMINUEZ CA 90220

Page 11 WL013 CLASSIC GOLF GIFTS, INC MINI INDOOR GOLF GAME, COMPETITION SET, JAY, DANNER BALLS, HAZARD PACKAGE 8022 APALACHEE DR INDIANAPOLIS IN 46217

WL014 ELIZABETH SHUTTERS SHUTTERS, BLINDS, ROMAN SHADES, HONEYCOMBS FROST, DEAN 525 S RANCHO AVE COLTON CA 92324

WL015 ELUSIVE ENTERPRIZE WOODEN GRILL SCRAPERS LASSAK, JAMES 2076 N MIRA VISTA WAY PALM SPRINGS CA 92262

WL016 THREE WANDERING GYPSIES SPRING STEPS LADIES (EUROPEAN SHOES), OOFOS ZAUNER, DARREL RECOVERY SANDALS (MEN & WOMEN), SWAT TACTICAL 421 US HWY 93 N BOX 334 FOOTWEAR EUREKA MT 59917

WL017 ESSENTIAL ADDICTIONS BATH BOMBS, BODY BUTTER, SCRUB, GIFT SETS WOLF, RENEE 32543 LILAC RD. VALLEY CENTER CA 92082

WL018 EUROPEAN MARKET BEACH WEAR, CANVAS BAGS, HATS, TOWELS, PAPP, IMRE SARONGS, TANK-TOPS, COVER-UPS 2719 ESCALA CIRCLE SAN DIEGO CA 92108

WL019 FAIR SHOES SHOES, SANDALS SHAPIRA, ISRAEL 17135 CLEMONS DR ENCINO CA 91436

WL020 FIX YOUR ACHING BACK TRUE ALIGN BODY SYSTEM HAWORTH, KELLY 42 WOODHEAD DR LAKE VILLA IL 60046

WL021 FOREVER N FASHION LLC WOMEN'S SHOES LITTLE, JON 2400 CYPRESS TREE TRAIL SAINT CLOUD FL 34772

WL022 GIFTS & MORE MINERALS, FOSSILS, GEMSTONES, CHRYSTALS, SALT FARIDOON, HIRMENDI LAMPS, JEWELRY, VASES, 18523 E APRICOT LANE QUEEN CREEK AZ 85142

WL023 GIFT SOLUTIONS WOODEN, HAND CARVED, COLLAPSIBLE BASKETS, MEZNI, FERES COASTERS, DECORATIVE JARS, STANDS AND BOXES 2526 HAMLET LANE KISSIMMEE FL 34746

WL024 LOTUS TROLLEY BAG THE NEW LOTUS TROLLEY BAGS, REUSABLE, ECO DEHMOUBED, FARZAN FRIENDLY GROCERY BAG SET 1000 CAMINO DE LAS ONDAS CARLSBAD CA 92011

WL025 GOLDNIK, INC ELEGANT & TIMELESS STERLING SILVER, JEWELRY SET JAIN, GOLDIE IN GENUINE/NATURAL SEMI-PRECIOUS, PRECIOUS 26 ARBOR LANE STONES-RINGS, PENDANTS, EARRINGS HICKSVILLE NY 11801

Page 12 WL026 GQ DISTRIBUTION ANTI FOG GLASS CLEANER QUIAMBAO, TIFANY 4901 CHARLENE CIRCLE #3 HUNTINGTON BEACH CA 92649

WL027 GRANITE TRANSFORMATIONS COUNTER TOP REFACING, BACK SPLASH REFACING, RAMI, BAQAIN CABINET REFACING 910 W WASHINGTON AVE ESCONDIDO CA 92025

WL028 GRANITE TRANSFORMATIONS COUNTER, BACK SPLASH, CABINET REFACING BAQAIN, RAMI 910 W WASHINGTON AVE ESCONDIDO CA 92025

WL029 GREAT GIFTS L.E.D LIGHTED CANVAS ART MCALLISTER, JASON 1509 THE HIDEOUT LAKE ARIEL PA 18436

WL030 GREEN TEA HAWAII TEA PACKETS, RASPBERRY KEYTONES CAPSULES, MACGILLIVRAY, CATHERINE GARCINIA CAMBOGIA CAPSULES, HYDROFLASKS 8180 MANITOBA ST. APT 127 (VARIOUS SIZES & COLORS) PLAYA DEL REY CA 90293

WL031 GREEN TARA IMPORTS, LLC HANDMADE HEMP BAGS, BACKPACKS, FANNY PACKS, PHUNSUR, TENZING JEWELRY, HEMP SOAP, VINTAGE TANK TOPS & TEES 27-28 HUMPHREY ST A1 EAST ELMHURST NY 11369

WL032 GOLDEN HAMMOCK INC. WOW MOP WITH NELLIE'S ALL NATURAL FLOOR GOLDEN, LUCINDA CLEANING PRODUCTS, BATHROOM CLEANERS, TOILET 1448 HETRICK AVE. BOWL, SINK CLEANERS, WOW IRON ARROYO GRANDE CA 93420

WL033 THE DEFENSE SHOP CELL PHONE HOLDERS, CASES, CLIPS, WRISTBAND AND VANDERBILT-KAY, RENEE CLIP HOLDER 7095 ESTRELLA DE MAR #3C CARLSBAD CA 92009

WL034 IFLY OCEANSIDE INFORMATION ON INDOOR SKYDIVING BLOMSNESS, ROBERT 3178 VISTA WAY OCEANSIDE CA 92056

WL035 INDOCRAFT IMPORTS HAWAIIAN CLOTHING, BEACH WRAP, HANDCRAFT ARTS LAMDJANI, ALEX 331 S ELECTRIC AVE ALHAMBRA CA 91803

WL036 INTERNATIONAL GIFT ALPACA VEST, 100% COTTON SHIRT, ALPACA DRESS, SANGUINETI, ANA 15074 PRESTON HOLLOW DR SAN ANTONIO TX 78247

WL037 INTERO REAL ESTATE SERVICES REAL ESTATE SERVICES RODARTE, EDWARD 10641 CHURCH ST. RANCHO CUCAMONGA CA 91730

WL038 JOHNSON WOODWORKS LICENSE FRAMES, PLATES, KEY RINGS, PLAQUES, JOHNSON, THOM & CHARLOTTE STREET SIGNS, BADGES, DOG TAGS, CUSTOM STICKERS 12215 E 38TH PLACEE YUMA AZ 85367

Page 13 WL039 KB PURE ESSENTIALS DAILY PROTECTION SUN SCREEN, HEMP PETS NATURAL CARAYIANNAS, ANDREA PET SHAMPOO, DEODORANT, BODY LOTION AND OIL. 5780 CHESAPEAKE CT SAN DIEGO CA 92123

WL040 KEVA KRYSTALS CRYSTALS, ROCKS, GEMSTONES AND GEMSTONE MEHTA, ARCHNA CARVINGS, ETHNIC JEWELRY 1782 W CRONE AVE ANAHEIM CA 92804

WL041 KSTMZ CUSTOM PRINTED PHONE CASES, APPAREL (T-SHIRTS, BAILY, HYTHAM HOODIES), DOG TAGS, LICENSE PLATES, MOUSE PADS. 2935 S WHISTLING LANE #2-301 SALT LAKE CITY UT 8119

WL042 LIPSENSE BY SENEGENCE LONG LASTING LIPSTICK (18HRS), LIP GLOSS, MAKE-UP VELASCO, MICHELE DEMOS. 1154 FESTIVAL ROAD SAN MARCOS CA 92078

WL043 DREAMLAND DISTRIBUTION LLC T-SHIRTS AND TANKS, TAPESTRIES, BANDANAS, ART COUGHLIN, CHRISTOPHER PRINTS 1591 S ESCONDIDO BLVD ESCONDIDO CA 92025

WL044 RAYMI FASHION IMPORTS LONG/SHORT DRESSES, T-SHIRTS, RAYMI AGUAGALLO, MANUEL NECKLACES/BRACELETS WITH QUARTZ CRYSTALS IN 8521 FIRESIDE AVE DIFFERENT COLORS SAN DIEGO CA 92123

WL045 LUCIA TEA ASSORTED TEA, WOODEN TEA BOXES, SMITH, DANIELLE PORCELAIN/CERAMIC TEA SETS,TEA POTS, TEA CUPS 4260 CAVERO ST LAS VEGAS NV 89103

WL046 LUNAMY ORGANIC SKINCARE, ORGANIC ESSENTIAL OILS, THOMPSON, STEPHEN DIFFUSERS, SOAP PO BOX 1077 BRUSH PRAIRIE WA 98606

WL047 MCRD MUSEUM HISTORICAL SOCIETY MARINE CORPS MEMORABILIA TO INCLUDE: SHIRTS, RITCHEY, SEAN HATS, DRINKWARE, COINS, LICENSE PLATE FRAMES, 1600 HENDERSON AVE BUILDING 26 PATCHES, LAPEL PINS, JEWELRY, STICKERS SAN DIEGO CA 92140

WL048 MT ENTERPRIZES, LLC PRINTED/FRAMED ARTWORK BEAULIEN, MICHAEL 2131 LAS PALMAS DR. STE F CARLSBAD CA 92011

WL049 NEW LIMITED, LLC SKYLINE SMART HOME SERVICE FORD, MAKSYM 1560 POLARIS LANE BEAUMONT CA 92223

WL050 NORWEX MICROFIBER, CHEMICAL FREE CLEANERS, BATH AND MEELKER, BONNIE BODY PRODUCTS, LAUNDRY AND CAR PRODUCTS 12863 BRIGID CT YUCAIPA CA 92399

WL051 ORIGAMI OWL CUSTOM JEWELRY LOCKETS, CHAINS, CHARMS, WATCHES/BRACELETS ADELMANN, LACEY 3540 JAMAICA BLVD S LAKE HAVASU AZ 86406

Page 14 WL052 PRECIOUS PETALS/CARLSBAD WEDDING SUPPLIES DOT DOT SMILE DRESSES, FANCY DRESSES, DISNEY KAISER, MICHELLE DRESSES, MINIBELLE DRESSES 555 GRAND AVE CARLSBAD CA 92008

WL053 33 DEGREES NORTH HANDMADE WINE BARREL FURNITURE CASTRO, JOY 3740 LAKE RIDGE RD FALLBROOK CA 92027

WL054 RALCO LANDSCAPES LANDSCAPE DESIGNS RANGEL, EDVARDO 3443 CAMINO DEL RIO S #222 SAN DIEGO CA 92108

WL055 REAL SIMPLE BEADS VARIETY BEAD BRACELETS, METAL ALLOY SUERSAN, KYL NECKLACES/RINGS/EARRINGS/BRACELETS, EVIL EYE 1742 INDIA ST WALL HANGINGS SAN DIEGO CA 92101

WL056 RILEY'S SPICE OF LIFE ALL NATURAL DRIED SALSA SEASONINGS, GOURMET RILEY, JEANNIE CHILI SEASONING, BBQ RUB P.O. BOX 338 AUBURN WA 98071

WL057 ROCK FARM ROCKS, GEMS, MINERALS, CUSTOM JEWELRY, LAPIDARY LAW, JOE ARTS, POLISHED SPECIMENS, GEM SPHERES, GEM PO BOX 2055 CARVINGS RAMONA CA 92065

WL058 ROPONES MIS DIVINOS ANGELITOS ROPONES/BAPTISM GOWNS, CANDLE SETS FOR CALDERON, JOSE BAPTISM AND FIRST COMMUNION, HANDMADE BABY 8577 GLENHAVEN ST SHOES AND DRESS BABY SHOES, HANDMADE SAN DIEGO CA 92123 HEADBANDS, TIARAS AND FLOWER HEADPIECES

WL059 RKC CONSTRUCTION LEAD GENERATION ONLY FOR PATIO COVERS & CRAWFORD, JEANINE SUNROOMS, CARPORTS, AWNINGS 11649 RIVERSIDE DR SUITE 137 LAKESIDE CA 92040

WL060 SHADER PRODUCTIONS SWAROVSKI CRYSTAL JEWELRY, HIGH QUALITY SHADER, SANDRA FASHION JEWELRY, NATURAL STONE JEWELRY 957 NASA PARKWAY #505 HOUSTON TX 77058

WL061 SHELFGENIE OF SAN DIEGO CUSTOM BUILT GLIDE OUTS - LEADS ONLY COMITO, CYNTHIA 10135 VISTA DE LA CRUZ LA MESA CA 91941

WL062 SLIDE RIDGE HONEY, APPLE, CHILI VINEGAR, RAW HONEY OKI, JAMES 7513 BARBIE AVE LAS VEGAS NV 89131

WL063 SOCK DISTRICT WOMENS, MENS, KIDS SOCKS, NOVELTY KITCHEN ITEMS KLEMROTH, SCOTT 300 CARLSBAD VILLAGE DR STE 103 CARLSBAD CA 92008

WL064 STREET SWINGS, INC SLEEVE OF GOLF BALLS, DOZEN GOLF BALLS, STUFFED HARRIS, JENNIFER ANIMALS 4630 OHIO ST #3 SAN DIEGO CA

Page 15 WL065 STONE CITY FARM GOAT MILK SOAP, TEAK SOAP DECK, HAND CRAFTED NECE, KATHELEEN WOOD GIFT BOXES, BATH SOAK 13941 OLD HWY 99 SE TENINO WA 98589

WL066 THRIVE LIFE SAN DIEGO THRIVE LIFE: SNACKIES, GROCERY DELIVERY, NOVACK, DANIELLE INDEPENDENT CONSULTANT STARTER KIT, SIMPLE 4805 5TH ST #158 PLATE MEAL KITS RAINBOW CA 92028

WL067 TURF-N-BROTHERS ARTIFICIAL GRASS - LEADS ONLY RABER, CHAD 13057 POWAY RD #B POWAY CA 92064

WL068 CAROLINA TUMBLER CORKCICLE, SWIG, TERVIS TUMBLERS MCCURSTON, DARYL 1689 FERN HOLLOW DR FRANKLINTON NC 27525

WL069 WATCH TIME INC WATCHES RAMZAN ALI, AZIZ 1615 SANTEE ST LOS ANGELES CA 90015

WL070 WESTERN AMERICA VIVINT SMART HOME PRODUCTS STEEPLES, ANDY 22971 FAWN LAKE PLACE CANYON LAKE CA 92587

WL071 WIND RHYTHMS RATTLERS, NATIVE AMERICAN CDS, MUSIC, TSHIRTS, MUENALA, RUMI JEWELRY, FLUTES, PURSES, CHARMS 35 SMITH ST HELLOW ROCK TN 38342

WL072 ZUG MONSTERS METAL WALL ART, WOOD WALL ART, PERSONALIZED KING, PAULINA CANVASES, LASER CUT WALL CLOCKS 770 N MAN ST STE D ORANGE CA 92868

WL073 BEADS U NEED MOSAIC TURKISH LAMP WITH BEADS, FASHION MOHAMED, ESAF JEWELRY, SWAROVSKI JEWELRY, SILVER JEWELRY 1864 N TUSTIN ST ORANGE CA 92865

WL074 BRASSY BULLETS AND BLING, LLC BULLET LEATHER CUFFS, CUSTOM LEATHER ENGRAVED ENGER, CHERYL BRACELETS, STERLING SILVER SPINNER RINGER, 810 2ND AVE WEST LEATHER EARRINGS, SILVER EARRINGS AND WILLISTON ND 5880 NECKLACES

WL075 RONAN DESIGNS STERLING SILVER OR 14K GOLD OVERLAY CUSTOM RONAN, SPENCER MADE NAME NECKLACES, BRACELETS, RINGS, 24901 CORTE PAWNEE EARRINGS MURRIETA CA 92563

WL076 CALIFORNIA SOLUTIONS 60 SECOND PAIN RELIEF, FOOT-LEG RUB, PAIN BRUENING, JANINE ELIMINATION KIT, HEAD EEZ 991 W BLAINE ST 126 RIVERSIDE CA 92507

WL077 CASTILLO'S WIRELESS PHONE CASES AND ACCESSORIES CASTILLO, LUIS 1217 FOLKSTONE AVE HACIENDA HEIGHTS CA 91745

Page 16 WL078 DOLCE ITALIAN SWEETS, LLC DOLCE ITALIAN SWEETS BOSCHL, SILVIA 2379 KENWYN DR OCEANSIDE CA 92054

WL079 THE FLICKERING CANDLE PILLAR CANDLES, CANDLE HOLDERS TELLES, ROXANNE 4072 DENVER AVE YORBA LINDA CA 92886

WL080 GENERATIONS SQUISHY'S, IN MULTIPLE CHARACTERS, CANDY, LEGO'S, TANABE, AKI POKEMON CARDS, PLUSH 1175 21ST ST SAN DIEGO CA 92102

WL081 HANDFUL OF COLOR COLOR STREET NAIL POLISH WRAPS, IN SOLID, GLITTER, ORBEGOSA, VANESSA DESIGN, FRENCH 4264 MONTALVO ST SAN DIEGO CA 92107

WL082 INFINITY LIGHTS INFINITY LIGHTS, COLORFUL PUZZLE LAMPS MARTIN, TYLER 1353 N 57TH ST MILWAUKEE WI 53208

WL083 MICHAEL FRAZIER DESIGNS REDWOOD SIDE BAR ADJUSTABLE HEIGHT, TABLE SET FRAZIER, MICHAEL WITH BENCHES 8309 TUJUNGA AVE SUITE 106 SUN VALLEY CA 91352

WL084 MONROY'S ORIGINAL HOT SAUCE CO. PRE-PACKAGED FLAVORED HOT SAUCE, MANGO MONROY, ENRIQUE HABANARO, PINEAPPLE TEQUILA, BLUEBERRY GHOST 3120 ROCKFOD AVE PEPPER, EXTREME GHOST SAUCE STOCKTON CA 95207

WL085 NATIVE INC WOOL JACKETS, COTTON SHIRTS/BLOUSES, SILVER MALES, DIANA TURQUOISE JEWELRY PO BOX 3022 BERKELEY CA 94703

WL086 RK MARKETING ADT AUTHORIZED DEALER ADT HOME SECURITY SERVICE WITH VIDEO CAMERA OTIS, GALEN 4600 S MILL AVE STE 170 TEMPE AZ 85282

WL087 SAN DIEGO VEIN SPECIALISTS TOTAL VEIN SURGEON'S CHOICE COMPRESSION RIVERO, CHERYL STOCKINGS (DISPLAY), LEAD GENERATION 765 MEDICAL CENTER CT #211 CHULA VISTA CA 91911

WL088 SEASIDE CONSULTANTS GROUP TIMESHARE CANCEL DOUGHERTY, CHRISTOPHER 4901 EL CAMINO REAL STE D CARLSBAD CA 92008

WL089 SILVER SECRETS HANDMADE STERLING SILVER POISON RINGS, KEEPSAKE GUTOWSKI, RON PERFUME LOCKETS, CREMATION PENDANTS, CIGAR 2386 MEDINA AVE BAND RINGS SIMI VALLEY CA 93063

WL090 TIPSY ELVES TIPSY ELVES CLOTHING COLLECTION SOREY, GAVIN 624 BROADWAY AVE STE 405 SAN DIEGO CA 92101

Page 17 WL091 WILD MOON SILK DRESSES, KIMONOS, KAFTANS, COVER UPS, TOPS, BALL, JULIA HAND DECORATED BULL SKULLS, CRYSTALS, CRYSTAL 982 WOODGROVE DR AND DIVINE JEWELRY CARDIFF CA 92007

WL092 CALTRANS - SAN DIEGO INFORMATIONAL, RECRUITMENT MARES, MARITZA 4050 TAYLOR STREET SAN DIEGO CA 92110

WL093 LASERBOBS CUSTOM CRAFTS WALL PLAQUE CLOCKS, WALL PLAQUES, DESK FRITZ, ROBERT PLAQUES, ORNAMENTS, PICTURE FRAMES, NIGHTS, 16320 EAST RD WALL WORDS HUDSON FL 34667

WL094 CR SPOTLESS SYSTEMS ULTIMATE CAR CARE PACKAGE FERNANDEZ, JOHN 372 COOGAN WAY EL CAJON CA 92020

WL095 FIRST 2 MARKET PRODUCTIONS SNAPPOWER GUIDELIGHTS, USB CHARGERS, SWITCH SACKEH, DAN LIGHTS, SAFE LIGHTS 25671 FT MEIGS RD, STE A PERRYSBURG OH

WL100 AGM CONCESSIONS SWEET CHEAT CUP, AGUAS FRESCAS ARTEAGA, GERMAN 3312 BRANDON ST PASADENA CA 91107

WL101 BOSPHORUS TRADE FRUITY CEREAL INCI, JOSEPH 700 S ABEL ST. #506 MILPITAS CA 95035

WL102 CATHY'S COOKIES BUCKET, SLEEVE OF CHOCOLATE CHIP COOKIES, JOHNSON, CATHY COOKIE SUNDAE 700 LIDO PARK DRIVE #9 NEWPORT BEACH CA 92663

WL103 CHANS CONCESSIONS TERIYAKI CHICKEN ON A STICK, SHRIMP FRIED RICE, CHAN, LAURA EGG ROLL, VEGGIE LOMEIN, LEMONADE (VARIETY OF 21022 SHELBY MEADOW LANE FLAVORS) RICHMOND TX 77407

WL104 DESTROY PRODUCTIONS VEGGIE BOWL, COCONUT SHRIMP PLATES, TERIYAKI STROH, TROY CHICKEN BOWLS, TERIYAKI BOWL WITH PINEAPPLE, 15767 VIA SALVADOR ACAI SMOOTHIE BOWL VALLEY CENTER CA 92082

WL105 EXTREME FOOD & BEVERAGE GOLD PLATED ICE CREAM, EXTREME SHAKES, FROZEN DELAHOYDE, PHILLIP CHEESECAKE, WAFFLE CONE, 585 NORTH STATE ST UKIAH CA 95482

WL106 FLAVORS OF EAST AFRICA CHICKEN BOWL, JERK OR CURRY, VEGGIE, JERK OWINO, ALVIN CHICKEN FRIES, PASSION FRUIT, BLACK BERRY, MANGO 2322 EL CAJON BLVD JUICE. SAN DIEGO CA 92114

WL107 JLQ CONCESSIONS SHRIMP COCKTAIL, CEVICHE, FISH/SHRIMP TOSTADA, RAMIREZ, LOLA TACO, ASADA, CHICKEN, CARNITAS 11719 E ASHLAN SANGER CA 93657

Page 18 WL108 LEAP OF FAITH ADVENTURES,INC, DBA JK DOTS DIPPIN' DOTS, SHAKES, ICE CREAM FLOATS, SUNDAE GARY, KAREN 935 POINSETTIA AVE VISTA CA 92081

WL109 THE ORIGINAL MINNEAPPLE PIE PIE WITH ICE CREAM, APPLE SYRUP TOPPING, PIES TO ATSIDAKOS, GEORGE GO PO BOX 741 ROGERS MN 55374

WL110 PON'S CHINESE FOOD CHICKEN CHOW MEIN, BOWLS, RICE,SHRIMP, EGG ROLL QIU, TIM ON A STICK 50 CARR ST. SAN FRANCISCO CA 94124

WL111 ISCAN TRADING NITRO CEREAL ISCAN, ERHAN 2017 W COMMONWEALTH STE G FULLERTON CA

WL112 RENO'S FISH & CHIPS, INC - BOBA BOBA TEA IN 15 DIFFERENT FLAVORS, BOTTLED MCKNIGHT, CATHERINE & KENNETH GATORADE 1733 KENT PL VISTA CA 92084

WL113 FAMILY A FAIR INC CHILI AGUAS, AGUA FRESCAS SMITH, CELIA 27281 BIG SPRINGS RANCH RD HEMET CA

WL114 BRANDER ENTERPRISES MINI DONUTS, SOFT SERVE ICE CREAM, DEEP FRIED BRANDER, TERESA /REESE'S, DRINKS 7645 CATTLE DR SANTA MARGARITA CA

WL115 CAFÉ FRESH CHICKEN CAESAR, CRUNCY SESAME CHICKEN, KALE BREDE, KRYSTLE SALAD, SHRIMP CEVICHE, FROZEN YOGURT, TEA, SOFT 29677 VACATION DR DRINKS CANYON LAKE CA

Page 19 The Exhibit Department requests approval of the following Judging Agreements for The 2018 April Board Meeting

FINE ART CONTRACT # NAME CITY/STATE DEPT. AMOUNT

041 Hope Railey Laguna Beach, CA Fine Art $150 042 Michael Jacques Laguna Beach, CA Fine Art $150 043 Kathe Madrigal Laguna Beach, CA Fine Art $150 044 Susan Hoehn Laguna Niguel, CA Fine Art $150 045 Otto Sturcke Valencia, CA Fine Art $150 046 Jonathan Burke Laguna Beach, CA Fine Art $150 047 David Milton Laguna Beach, CA Fine Art $150 048 Toni Williams Solana Beach, CA Fine Art $150 049 Jon Neill West Hills, CA Fine Art $150 050 Yuen Tam San Diego, CA Fine Art $100 051 Carol Zaleski Bonsall, CA Fine Art $150 Fine Art TOTAL AMOUNT: $ 1600.00

LIVESTOCK

CONTRACT NAME CITY/STATE DEPT. AMOUNT # 052 Joe Gates Vacaville,CA Livestock Auctioneer $1100 053 CS Auctions/Chris Huisman Phoenix, AZ Livestock Auctioneer $900 054 Miles Toenyes Saratoga, WY Livestock – Market $2100 Swine 055 David Ross Imperial, CA Livestock Market $250 Weigh-In 056 Marilyn Sabo Hemet, CA Livestock Market $250 Weigh-In 057 Abdul Mohamed Imperial, CA Livestock Market $250 Weigh-In 058 Margaret Tyler La Mesa, CA Livestock Spinning $75 059 Cecilia Julagay Redlands, CA Livestock Spinning $75

Page 20 060 Christina Strickland Oregon City, OR Livestock Open $2100 Dairy Goats & Jr. Dairy Goats 061 Anthony Reis Turlock, CA Livestock Dairy $1050 Cattle 062 Bob McFarlane McArthur, CA Livestock Open Beef $1050 063 Lisa Shepard Truches, NM Livestock Dairy Milk $850 Test 064 Tor Sorenson Houstonia, MO Livestock Llamas $1050 065 Eddie Holland Bluffton, TX Livestock Boer Goats $700 066 Keaton Dodd College Station, TX Livestock Market $2100 Sheep/Goats 067 Cash Brincefield Kiowa, CO Livestock Market $2100 Beef/Calf 068 Tor Sorenson Houstonia, MO Livestock Breed $2100 Sheep/Angora; Goats/Wool 069 Cathy Szychulda Red Bluff, CA Livestock Rabbit $1000 Open & Youth 070 Arvilla White Riverside, CA Livestock Dog Show $150 Showmanship 071 Donna Kurtz Bonsall, CA Livestock Dog Show $150 Obedience 072 Melisa Magee Westley, CA Livestock Cavy Judge $500 073 April Seiler Peoria, AZ Livestock Pygmy $1050 Goat Judge 074 Robert Kulungian Fountain Valley, CA Livestock Pigeon $500 Judge 075 Howard Wilson San Jacinto, CA Livestock Poultry $500 Meat Pens & Showmanship 076 Brendan Kelley Cove, OR Livestock Silkie Goat $350 Judge 1 077 Kari Kelley Cove, OR Livestock Silkie Goat $350 Judge 2 078 Donald Williams Poway, CA Livestock Silkie Goat $350 Judge 3 079 John Openshaw Modesto, CA Livestock $15/head cattle; Ultrasound $10 head hogs, sheep & goats 080 Donna Elkins El Cajon, CA Livestock Pygmy $350 Goat Judge 2

Page 21 102 Will Shelby Warner, OK Livestock Master $500 Showmanship 103 Kinder Harlow Warner, OK Livestock Master $500 Showmanship 104 Braeton Kimble Warner, OK Livestock Master $500 Showmanship 105 Armando Cabvera Taft, CA Livestock – Rabbit $500 Meatpen 106 Rose Marie Garner San Diego, CA Livestock Poultry $250 plus mileage

107 Rose Marie Garner San Diego, CA Livestock Poultry $250 plus mileage

108 Rose Marie Garner San Diego, CA Livestock Poultry $500

116 Chris Hildebrand Templeton, CA Livestock Industrial $200 Arts Livestock TOTAL AMOUNT: $ 25,850.00 (plus total for contract 079, and mileage reimbursements for contracts 107 & 108)

DESIGN IN WOOD

CONTRACT NAME CITY/STATE DEPT. AMOUNT # 081 Sheryl Gillett Irvine, CA Design In Wood $150

082 Greg Wease Carlsbad, CA Design In Wood $100

083 Stephen Caudana Irvine, CA Design In Wood $100

084 Daniel Ostroff Los Angeles, CA Design In Wood $150

085 Brian Murphy Escondido, CA Design In Wood $50

086 Jerry Beaudry La Mesa, CA Design In Wood $100

087 Roger Solheid San Diego, CA Design In Wood $50

088 Bob Crawford San Diego, CA Design In Wood $50

089 Tim Luranc La Mesa, CA Design In Wood $75

090 Paul Smith San Diego, CA Design In Wood $50

091 Patrice Lejeune San Diego, CA Design In Wood $100

Page 22 092 Allen Driver Escondido, CA Design In Wood $75

093 Brian Saunders San Diego, CA Design In Wood $75

094 Don Owen Chula Vista, CA Design In Wood $75

095 Mick Yarbrough Carlsbad, CA Design In Wood $75

096 Ray Calloway Huntington Beach, Design In Wood $75 CA

097 Anita Amsberry Oxnard, CA Design In Wood $75

098 Dale Hower Santee, CA Design In Wood $75

Design In Wood TOTAL AMOUNT: $ 1,500.00

GARDEN SHOW

CONTRACT NAME CITY/STATE DEPT. AMOUNT # 099 Jason Chan Chino, CA Garden Show $150 100 Fred Miyahara San Diego, CA Garden Show $100 101 Kathy Benson Altadena, CA Garden Show $150 Garden Show TOTAL AMOUNT: $ 400.00

DEL MAR CLASSIC HORSE SHOW

CONTRACT NAME CITY/STATE DEPT. AMOUNT # 108 Marla Amormino Carlsbad, CA Del Mar Classic $1350 Horse Show 109 Penny Wahler San Diego, CA Del Mar Classic $900 Horse Show 110 Carol Dean Porter Rolling Hill Estates, Del Mar Classic $1800 CA Horse Show 111 Linda Bierma Santee, CA Del Mar Classic $900 Horse Show 112 Marcella Croopnick Laguna Hills, CA Del Mar Classic $900 Horse Show 113 Charlie Esau Encinitas, CA Del Mar Classic $900 Horse Show

Page 23 114 Chris Willson Ramona, CA Del Mar Classic $600 Horse Show 115 Jose Nava Oceanside, CA Del Mar Classic $1900 Horse Show Del Mar Classic Horse Show TOTAL AMOUNT: $ 9,250.00

VOLUNTEERS

CONTRACT NAME CITY/STATE DEPT. AMOUNT # 116 Assistance League of San Solana Beach, CA Volunteers $7.50/hr Dieguito/ Roberta Waterman 117 Job’s Daughters Bethel 40/ La Mesa, CA Volunteers $7/hr Gina Sullivan 118 Contemporary Women of San Marcos, CA Volunteers $7.50/hr North County/Ann Lygas 119 DMVA Del Mar Historical Del Mar, CA Volunteers $750 Society Committee/Larry Brooks 120 Del Mar Garden Club/Judy Del Mar, CA Volunteers $400 Shuckit 121 Daughters of the Nile San Diego, CA Volunteers $7.50/hr Mecca Temple #34/Donna Dedrick 122 Chula Vista Emblem Club Chula Vista, CA Volunteers $7.50/hr #415/Jane Gerber 123 El Capitan FFA/Don Dyer Lakeside, CA Volunteers $7/hr 124 Master Gardener San Diego, CA Volunteers $2800 Assoc./Scott Parker 125 Mt. Carmel HS/ Gail Miller San Diego, CA Volunteers $7.50/hr 126 Mira Mesa Jr. Women’s San Diego, CA Volunteers $7.50/hr Club/Annette Robbins 127 North County Photo San Diego, CA Volunteers $7/hr Society/Ed Stadler 128 San Diego O.E.S Project/Pat San Marcos, CA Volunteers $7.50/hr Wagner 129 U.S. Marine Corps AAS- Camp Pendleton, CA Volunteers $8/hr BN/SSgt. Gustavo Barillas 130 Village Garden Club of La La Jolla, CA Volunteers $600 Jolla/Cindy Rococo

Page 24 131 USMC Combat Logistics Camp Pendleton, CA Volunteers $8/hr Regiment 15-Regiment S/5/SSgt. Rafael Lennon 132 US Navy CNATTU/Petty San Diego, CA Volunteers $8/hr Officer Jameel Pannell 133 US Navy TACRON 11/ACC San Diego, CA Volunteers $8/hr Shalina Jones 134 Westfield High San Diego, CA Volunteers $7.50/hr School/Capt.Thomas Adams Del Mar Classic Horse Show TOTAL AMOUNT: $ 9,250.00

Page 25 Consent Calendar Item D

OUT OF STATE TRAVEL

Management requests Board approval on the following out of state travel:

CEO Timothy Fennell will be going to Las Vegas to visit GameWorks April 26-27. GameWorks is an entertainment venue for E-Sports, video gaming and more. They have expressed an interest in bringing their business to our facility.

Page 26 SPONSORSHIP CONTRACT APPROVAL(S) April 2018

In accordance with the requirements of the Department to Food & Agricultural, Division of Fairs & Expositions, Staff requests approval of the agreement(s) listed below:

Standard Agreements

Contract # Contractor Summary Term Amount

6/1/18 – 07/4/18 SPO-18-049-19 Cigma, Inc. Selling variety of items. $106,500.00

SPO-18-053-19 First Choice Communications Sell AT&T products 6/1/18 – 7/4/18 $150,000.00

$216,800.00 sponsorship SPO-18-030-18 Sharp Business Systems Year-round deal for copiers 3/15/18 to 2/28/22 revenue. $340,000.00 cost to the district

$780,000.00. $260,000.00 per SPO-12-016-19/ MillerCoors Major domestic beer partner 5/12/18 – 12/21/20 year AM-3

Entravision San Diego SPO-18-004-19 Supporting Dia de la Familia 6/1/18 – 7/4/18 $105,000.00 cash-in- Communications

$13,000.00 cash. $140,000 6/1/18 – 07/4/18 SPO-18-006-19 The San Diego Union-Tribune Printing the program. Cash-in-kind. $150,000.00

cost to the District

Home Brew Mart, Inc., dba Ballast $300,000.00. $150,000.00 per SPO-18-012-19 Major Craft Beer sponsor 6/1/18 – 5/31/20 Point Brewing Company year

SPO-18-063-18 International Housewares, Inc. Selling various items 6/1/18 – 07/4/18 $75,000.00

$90,000.00 SPO-18-070-19 Dish One Selling satellite services 6/1/18 – 07/4/18

Page 27 CONTRACT APPROVAL(S) April 2018

In accordance with the requirements of the Department to Food & Agricultural, Division of Fairs & Expositions, Staff requests approval of the agreement(s) listed below:

Standard Agreements

Contract # Contractor Purpose Term Amount Digital Marketing – Website 5/01/18 – 4/30/21 $626,400.00 Development/Maintenance (Initial three year (Total Contract Value DAA-18-091-13 Mass Impressions and Social Media Marketing term of potential five Including Option Years for Fairtime and Year-Round year agreement) $1,082,400.00) Second Amendment to Event Agreement KAABOO Agreement 9/04/18 9/21/19 No. 16/17/18/19/20 KAABOO Del Mar LLC – – $220,000 (AM#2) Provide Catering Services for (Term of AM#2) -3080 - AM #2 KAABOO Staff 5/01/18 4/30/19 $26,000 (First year) Fairtime Temporary Fencing – Andy Gump Temporary – (Initial term of a (Total Value of Contract DAA-18-089-7X Rentals and Installation Site Services potential three year Including Option Years Services agreement) 80,000.00) $315,000.00 (AM 3) 5/25/18 5/24/19 Fairtime Bus Rental Services – (Total Contract Value of DAA-15-038-29 San Diego Unified School – (Fourth year/term of (Amendment to Exercise Including Amendments AM #3 District potential five year Option Year Four) and Option Years agreement) $1,430,000.00) 4/26/18 – 4/25/20 $180,000.00 (Initial two year term (Total Contract Value DAA-18-118-8X Modular Space Corporation Office Trailer Rentals of potential five year Including Option Years agreement) $460,000.00)

4/19/18 – 4/18/19 $400,000.00 (Initial year/term (Total Contract Value DAA-18-115-9X BJs Rentals, Inc. Equipment Rentals of potential five year Including Option Years agreement) $2,000,000.00)

Heavy Equipment Rentals $0.00 (AM #12) (Amendment to Extend (Total Contract Value 12-041/7X Herc Rentals, Inc. Contract 29 Days to Allow for 2/14/16 5/19/18 Including Amendments AM #12 – Transition to BJs Rentals. and Option Years No Additional Funds) $780,000.00)

WGAS Motorsport 2018 Fairtime - Monster Truck ARN-18-002-52 6/22/18 7/4/18 $137,500.00 Entertainment, LLC Show – Rebuild of Base Structure for O’Brien Gate Entrance Facade $290,643.24 DAA-18-092-60 Pacific Event Productions and the 2018, 2019 & 2020 4/25/18– 7/6/20 ($96,881.08/yr) SDCF Themed O’Brien Gate for the 3 year term Facade Events Management Software, $46,500.00 (AM #1) DAA-15-326-41 Licenses, Annual Maintenance Total Contract Value Ungerboeck Software 10/19/15 10/18/20 AM #1 & Support, Implementation, – Including Amendments Training and Service. $201,500.00)

Page 28 MANAGER’S REPORT

A. Employee Recognition for 20 years of Service – Dave Lujan

B. Events(Informational) Report Informational:

CEO Tim Fennell will review the event schedules for the months of April C. Donand May Diego2018Scholarship(refer to attached Foundation information). Report Informational/Action:

D. STOP THE BLEED CampaignExecutive overview Director (Informational Chana Mannen) will give an update. The Trauma Department at Scripps Memorial Hospital La Jolla is working in coordination with the American College of Surgeons, Homeland Security, and San Diego County EMS to help spread the word about the importance of the Stop the Bleed Campaign. They are offered a free hands on training to first responders, educators, community partners and the general public. The District had their training at the Mission Tower on April 17, 2018 from 09:00am to 11:00am. More info and the history of the STB Campaign: https://www.bleedingcontrol.org/

E. Other (Informational/Action)

Page 29 Congratulations to Dave Lujan for 20 years of Service

David Lujan, 20 years of service. Dave was hired as a temporary employee for the Operations Department in 1987, he became a permanent maintenance worker in 1998 and was promoted to a Senior Maintenance Worker in 2000. In his current position Dave is responsible for overseeing the maintenance and outdoor event set- ups throughout most areas of the Fairgrounds. Dave has developed into a skilled leader who directs and motivates various sizes of crews in performing various tasks from digging ditches to setting up all sizes of events to professionally meet customer needs. Dave is a valued member of the Operations Department who diligently shows what great customer service looks like to our customers and fellow members of the Fairgrounds team. Thank you Dave for your many years of great service.

Page 30 EVENTS DEPARTMENT April 2018

DATE: EVENTS: CONTRACT VENUE: AMOUNT: 4/1 Empresa Frias $ 4,275.00 O'Brien Concert

4/5-8 Diamond Jubilee $ 7,150.00 Horsepark Horse Show Est. stall: $ 17,875.00

4/6-8 Goodguys Enterprises $ 49,570.00 O'Brien, Exhibit, Bing Crosby Car Show W. Lot, Mission Tower

4/11-15 Southern Calif. Quarter Horse $ 21,000.00 Arena Horse Show Est. stall: $ 32,000.00

4/13-14 Bennett Events $ 17,400.00 Bing Crosby, Mission Tower, Pinners Conference O'Brien

4/13-14 National Council for Examiners for Engineers $ 8,525.00 Wyland, Directors Dining, Bings Engineer & Land Surveyor Exams Grill, Paddock Lounge

4/14 American Diabetes Association $ 2,300.00 17 Hands, Paddock, Racetrack Fundraiser Tavern

4/14 San Dieguito Cotillion $ 2,720.00 Mission Tower Cotillion

4/17-5/6 Del Mar National Horse Show (District sponsored) Arena Horse Competition

4/19 Sanford Burnham $ 3,300.00 Activity Center Fundraiser

4/20-21 Queen Bee Market $ 7,000.00 Bing Crosby Handmade Market Consumer Show

4/20-22 Calendar Shows, LLC $ 14,525.00 Exhibit Hall Antique Show

4/20-22 Shows USA $ 14,000.00 O'Brien Home Show

4/21 Plumbing, Heating, Cooling Contractors Assoc. $ 3,800.00 Wyland, Ring1 Trade Show

4/21 Ames, Maryann $ 1,585.00 Turf Club, Turf Courtyard Wedding & Reception

4/21 San Dieguito Cotillion $ 2,720.00 Mission Tower Cotillion

Page 31 EVENTS DEPARTMENT April 2018

DATE: EVENTS: CONTRACT VENUE: AMOUNT: 4/21-22 Horsepark County 2 $ 43,380.00 Horsepark Horse Show Est. stall: $ 36,485.00

4/22 La Jolla Kiwanis $ 1,930.00 Main Lot, Big Dirt 1/2 Marathon

4/25 San Dieguito Union High School District $ 6,375.00 O'brien, Activity Center College Fair

4/26-29 Showpark Spring Fest. $ 16,100.00 Horsepark Horse Show Est. stall: $ 26,215.00

4/27 Robertson, Billie $ 1,450.00 Paddock, Turf Courtyard Wedding & Reception

4/28 Autism Tree Project Foundation $ 3,315.00 Wyland Fundraiser

4/28 S.D. County Gun Owners PAC $ 4,400.00 Activity Center Dinner

4/28-29 Stock & Foil Community Development $ 8,840.00 O'Brien Kids Expo

4/29 Westbrook Ventures $ 5,620.00 Exhibit Bridal Bazaar

2018 25 Events Rental:$251,280.00 Stall:$112,575.00 TOTAL:$363,855.00 2017 24 Events Rental:$210,451.89 Stall:$112,566.00 TOTAL:$323,017.89

Revenue from Events for the month ending February 28th 2018, which includes event generated revenue from facility rentals, reimbursed costs (equipment, labor and administration fees), food & beverage and parking totaled $1,300,910 as compared to $911,139 for 2017, an increase of $389,771, or 42.78% more than the same period last year. Due mainly to T Rex and Gem Show events being both longer and much larger in attendance than last year, together with the three events with West Coast Dressage held at the Arena, which was far larger than the one held last year. This not only created greater event income, but contributed to larger production revenues, as well as increases to parking, feed store and Premier Food & Beverage revenues. Other big revenue contributors that were not part of last year's calendar, were Ballast Point and the Cesar Chavez Concert.

Page 32 EVENTS DEPARTMENT May 2018

DATE: EVENTS: CONTRACT VENUE: AMOUNT: 5/2-3 Del Mar Trade Shows, Inc. $27,100.00 Bing Crosby, Exhibit, M.T., Plaza Design & Manufacturing Show Native Diver, Seaside, Seabiscuit

5/3 Boston Scientific $1,300.00 Directors Dining Room Wave Rider Launch

5/5 Pug Rescue of San Diego $1,700.00 Infield & Pavilion Dog Show

5/5 American Heart Association $2,000.00 Paddock Green, Paddock Tavern Fundraiser

5/5-6 Scott William Bass, Inc. $7,800.00 Exhibit Hall Surf Show

5/5-6 The Mom Made Market $8,400.00 O'Brien Mom Made Product Sale

5/7-18 San Dieguito High School $70,125.00 Activity Center, Wyland AP Testing

5/8-13 Showpark Ranch & Coast $54,000.00 Horsepark Horse Show Est. stall: $75,000.00

5/10 Cox Business $2,000.00 Paddock, 17 Hands, Exhibit, Awards Ceremony Veranda

5/11 Wolfsheimer, Louis $450.00 Turf Club Celebration of Life

5/12 TMT Productions $12,000.00 Arena, Training Track, W. Lot Night Nation Run

5/16-20 Region One Arabian Horse $34,800.00 Arena Horse Show Est. Stall: $33,600.00

5/17-20 Sun & Surf Qtr. Horse $13,000.00 Horsepark Horse Show Est. stall: $24,000.00

5/19-20 B&L Productions $13,600.00 Exhibit, Seaside Gunshow

5/25-27 Crossfit Inc. $13,125.00 Arena Crossfit Competition

5/25-27 Horsepark County 3 $43,380.00 Horsepark Horse Show Est. stall: $36,485.00

Page 33 Page 34 A. FINANCE COMMITTEE Director Russ Penniman will provide a verbal report of the following:

1. Approval of Debt Policy for the 22nd DAA (Informational/Action) a. Debt Management and Disclosure Policy 36-39

2. Approval of Resolution regarding financing agreement with IBank (Informational/Action) a. 22nd DAA Resolution regarding financing agreement with IBank 40-41 (Installment Sale Agreement (Financing Agreement) is available upon request)

b. IBank letter and Resolution (Informational) 42-48

B. SSRP ALTERNATIVE USES COMMITTEE President Steve Shewmaker, Chair will give a verbal report

1. Surfside Race Place renovation update (Informational/Action)

C. CONTRACTS OVERSIGHT COMMITTEE President Steve Shewmaker, Chair will give a verbal report

1. Approval of Construction Contract with Barnhart/Reese (Informational/Action)

Page 35 Debt Management and Disclosure Policy

1. Introduction

This Debt Management and Disclosure Policy (the “Policy”) provides guidelines for debt issuance, management and post-issuance related policies and procedures for the 22nd District Agricultural Association (the “District”). This Debt Policy may be amended by the Board of the District as it deems appropriate from time-to-time in the prudent management of the debt and financing needs of the District.

2. Debt Policy Objective

This Debt Policy is intended to comply with the requirements of Senate Bill 1029 (SB 1029), codified as part of California Government Code Section 8855(i), effective on January 1, 2017 and shall govern all debt undertaken by the District. The primary objectives of the District's debt and financing related activities are to: maintain the District’s sound financial position; protect the District’s credit-worthiness; ensure the District has the flexibility to respond to possible changes in future activities at the Del Mar Fairgrounds and adjoining properties managed by the District, as well as revenues, and operating expenses; and minimize debt service commitments through efficient planning and cash management.

3. Acceptable Uses of Debt Proceeds

The District will consider the use of debt financing primarily for assets and capital projects only if the term of debt shall not exceed the asset(s) or project’s useful life or will otherwise comply with Federal tax law requirements. Bonded debt shall not be issued to finance normal operating expenses.

Long-term debt may be issued to finance the construction, acquisition, and rehabilitation of capital improvements and facilities, equipment, and land to be owned and/or operated by the District. Long-term debt financings are appropriate when the project to be financed is necessary to provide services or other projects for the benefit of the District; when the total debt financing would not impose an unreasonable burden on the District and its taxpayers and/or ratepayers, as applicable; or when the debt is used to refinance outstanding debt in order to produce debt service savings or to benefit from debt restructuring. Short-term debt may be issued to provide financing for the District’s operational cash flows in order to maintain a steady and even cash flow balance. Short-term debt may also be used to finance the District's short-lived capital projects, such as undertaking lease-purchase financing for equipment.

4. Standards for Use of Debt Financing

The District recognizes that there are numerous types of financing structures and funding sources available, each with specific benefits, costs, and risks. Prior to the issuance of debt or other financing obligations, the District will carefully consider the overall long-term affordability of the proposed debt issuance by conducting a quantitative analysis of the District’s ability to support additional debt service payments. The District will consider its long-term revenue and expenditure trends, the impact on operational flexibility and the overall debt burden on the District.

5. Types of Debt

In order to maximize the financial options available to benefit the public, it is the District’s policy to allow the consideration of issuing all generally accepted types of debt, including, but not limited to, revenue bonds, debt issued by a joint exercise of powers authority such as the Del Mar Race Track Authority with such debt payable from amounts paid by the District under a lease, installment sale agreement, or contract of indebtedness, or loans. The District may also consider short-term borrowing, such as lines of credit as

1 DOCSOC/1883097v2/200092-0003 Page 36 an interim source of funding in anticipation of long-term borrowing or to finance short-lived capital projects such as lease-purchase financing for equipment. In addition, the District may refinance debt, as market opportunities arise in order to take advantage of lower interest rates and achieve debt service costs savings; eliminate restrictive or burdensome bond covenants; or restructure debt to relieve debt service spikes, reduce volatility in interest rates or free up reserve funds.

The District may from time to time find that other forms of debt would be beneficial to further its public purposes and may approve such debt without an amendment of this Debt Policy.

6. Credit Rating Objectives

The District seeks to obtain and maintain the highest possible credit quality while at the same time providing the appropriate and necessary flexibility in its financing documents.

Financings Including Race Track Net Revenues

For debt secured by a senior lien on revenues, including Race Track Net Revenues (as defined in the related Indenture), the District currently maintains a “BBB-“ rating from Fitch Ratings (Fitch). The District will take all feasible actions to support the maintenance of the rating at a minimum of that level and will participate in surveillance as requested by the rating agency providing such rating.

Other Revenue Based Financings

The District may issue other financings or enter into other financing arrangements based on other revenue streams than revenues pledged in connection with other financings. Those financings may be issued on either a public sale or private placement basis and need not be rated by any rating agency.

7. Relationship to Capital Improvement Program and Operating Budget

The District intends to issue debt for the purposes stated in this Debt Policy and the decision to incur new indebtedness should be integrated with the operating and capital improvement budgets. Prior to issuance of bonds, a reliable revenue source shall be identified to secure repayment of the debt and the annual debt service payments shall be included in the Operating Budget. The District shall integrate its debt issuances with the goals of its Capital Improvement Program by timing the issuance of debt to ensure that projects are available when needed in furtherance of the District’s public purposes.

8. Policy Goals Related to Planning Goals and Objectives

This Debt Policy has been adopted to assist with the District’s goal of financial sustainability and financial prudence. In following this Debt Policy, the District shall pursue the following policy goals:

i. The District is committed to financial planning, maintaining appropriate reserves levels and employing prudent practices in governance, management and budget administration;

ii. It is a policy goal of the District to protect constituents and users of the Del Mar Fairgrounds by utilizing conservative financing methods and techniques so as to obtain the highest practical credit ratings, if applicable, and the lowest practical borrowing costs;

iii. The District will comply with applicable State and Federal law as it pertains to the maximum term of debt and the procedures for levying and imposing any related taxes, assessments, rates and charges; and

2 DOCSOC/1883097v2/200092-0003 Page 37 iv. When refinancing debt, it shall be the policy goal of the District to achieve, whenever possible and subject to any overriding non-financial policy, minimum aggregate net present value debt service savings of at least 3% of the refunded principal amount.

9. Internal Control Procedures

When issuing debt, in addition to complying with the terms of this Debt Policy, the District shall comply with any other applicable policies regarding initial bond disclosure, continuing disclosure, post-issuance compliance, and investment of bond proceeds.

The District will periodically review the requirements of and will remain in compliance with the following: federal securities law, including any continuing disclosure undertakings under SEC Rule 15c2-12; federal tax compliance requirements including without limitation arbitrage and rebate compliance, related to any prior bond issues; the District's investment policies as they relate to the investment of bond proceeds; and Government Code section 8855(k) and the annual reporting requirements therein.

The District shall be vigilant in using bond proceeds in accordance with the stated purpose at the time that such debt was issued. The General Manager, Chief Financial Officer or designee will monitor the expenditure of bond proceeds to ensure they are used only for the purpose and authority for which the bonds were issued.

10. Amendment and Waivers of Debt Policy

This Debt Policy will be reviewed and updated periodically as needed. Any amendments to this Debt Policy are subject to approval by the Board of the District. While adherence to this Debt Policy is required in all applicable circumstances there might be circumstances when strict adherence to a provision of this Debt Policy is not possible or not in the best interest of the District. Upon a majority vote of the Board, one or more provisions of this Debt Policy may be waived for a debt financing. The failure of a debt financing to comply with one or more provisions of this Debt Policy shall in no way affect the validity of any debt issued by the District in accordance with applicable laws.

11. SB 1029 Compliance

SB 1029, signed by Governor Brown on September 12, 2016, and enacted as Chapter 307, Statutes of 2016, requires issuers to adopt debt policies addressing each of the five items below:

A. The purposes for which the debt proceeds may be used.

i. Section 3 (Acceptable Uses of Debt Proceeds) addresses the purposes for which debt proceeds may be used.

B. The types of debt that may be issued.

i. Section 5 (Types of Debt) provides information regarding the types of debt that may be issued.

C. The relationship of the debt to, and integration with, the issuer's capital improvement program or budget, if applicable.

i. Section 6 (Relationship to Capital Improvement Program and Operating Budget) provides information regarding the relationship between the District's debt and Capital Improvement Program and annual Operating Budget.

3 DOCSOC/1883097v2/200092-0003 Page 38 D. Policy goals related to the issuer's planning goals and objectives.

i. Section 2 (Debt Policy Objective) and Section 6 (Policy Goals Related to Planning Goals and Objectives) address some of the District’s policy goals and how this Debt Policy has implemented them.

E. The internal control procedures that the issuer has implemented, or will implement, to ensure that the proceeds of the proposed debt issuance will be directed to the intended use.

i. Section 9 (Internal Control Procedures) provides information regarding the District's internal control procedures designed to ensure that the proceeds of its debt issues are spent as intended.

12. Selection of Professionals

The CFO, may select a financial advisor, bond counsel (and disclosure counsel, if needed) and other professionals, bankers, underwriters and vendors related to the implementation of any debt financing. Such parties must be qualified and licensed (as required under applicable law) to perform the services. The selection and legal arrangements with such parties must conform to requirements of applicable law.

13. Disclosure Obligations and Post Issuance Compliance

The District will comply with its continuing disclosure obligations after issuance of debt and will disclose the implementation and status of any private placement financing.

The CFO will maintain records to allow for the completion of post issuance compliance duties. The District will retain the services of an expert advisor to assist in the calculation of arbitrage rebate from investment of bond proceeds and will make required rebate payments, if any.

This Debt Policy, as written, complies with and meets the requirements of SB 1029.

Debt Management Policy Adopted on April 24, 2018

4 DOCSOC/1883097v2/200092-0003 Page 39 RESOLUTION NO. 2018-__

RESOLUTION OF THE 22ND DISTRICT AGRICULTURAL ASSOCIATION AUTHORIZING THE EXECUTION OF AN INSTALLMENT SALE AGREEMENT; AND AUTHORIZING THE TAKING OF ANY AND ALL ACTIONS NECESSARY IN CONNECTION THEREWITH

WHEREAS, the California Infrastructure and Economic Development Bank (“IBank”) administers a financing program to assist local governments with the financing eligible projects in accordance with Section 63000 et seq. of the California Government Code (the “Act”);

WHEREAS, the 22nd District Agricultural Association of the State of California (the “District”) desires to provide funds for the financing and refinancing the costs of entitling, permitting, acquiring, designing, and constructing (i) a concert venue within the Surfside Race Place satellite wagering facility located in the Del Mar Fairgrounds and (ii) certain environmental remediation improvements (collectively, the “Project”), in an amount not to exceed $18,500,000;

WHEREAS, in order to finance the Project, the District desires to enter into an Installment Sale Agreement (the “Financing Agreement”) with IBank, payable by the District from certain revenues of the District as more particularly set forth in the Financing Agreement;

WHEREAS, the Project is located on the property of the District and its development, construction, acquisition and operation shall inure directly to the benefit of the District in accordance with law and, therefore, it is to the advantage of the District to enter into the Financing Agreement;

WHEREAS, California Government Code 8855 requires the adoption of local debt policies concerning the use of debt and that the contemplated debt issuance is consistent with those local debt policies:

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the 22nd District Agricultural Association as follows:

Section 1. The form of Financing Agreement the District and the IBank, on file with the Secretary of the District, is hereby approved. The principal amount of the Financing Agreement shall not exceed $18,500,000, the interest rate shall not exceed 3.0% per annum and the final payment thereunder shall be not later than December 31, 2048. The President of the Board or General Manager of the District or their designees are hereby authorized and directed to execute and deliver the Financing Agreement in substantially the form on file with the Secretary of the District, with such changes, additions and deletions thereto as such officer may approve, such approval to be conclusively evidenced by the execution and delivery of the Financing Agreement.

Section 2. The Debt Policy on file with the Secretary of the District is hereby approved and adopted by the District.

Section 3. All prior actions taken by the District relating to the Financing Agreement are ratified and affirmed. The officers, directors and staff of the District are hereby authorized and directed

DOCSOC/1883079v2/200092-0003 Page 40 to do, or to cause to be done, such further acts, and to execute and deliver any and all documents, certificates and agreements with respect to the Financing Agreement, as they may deem reasonably necessary or appropriate to carry out the intents and purposes of this Resolution.

Section 4. This Resolution shall take effect from and after its date of adoption.

DOCSOC/1883079v2/200092-0003 Page 41 Page 42 Page 43 Page 44 Page 45 Page 46 Page 47 Page 48 Agenda items D-F

KAABOO Ad Hoc Committee – 1. Committee Report D. Vice President Richard Valdez, Chair E. FOOD & BEVERAGE COMMITTEE(Informational)

1. Premier P & L Statement – January, 2018 Director Lisa Barkett, Chair will review the following: F. RTA/RTLC COMMITTEE (Informational/Action)

1 Report on March 26, 2018 RTLC/RTA meetings Director Richard Valdez, Chair . (Informational/Action)

Page 49 Food & Beverage Report March 2018

March 2018 Food Service Revenues were $466,828. Budgeted Revenues for March were $357,397.

Net distribution to the District for March was ($116,324) or (24.92%). Budgeted distribution for March was ($134,580) or (37.66%).

Yeat-to-date distribution to the District is ($637,007) or (73.79%). The budgeted distribution for 2017 was ($639,012) or (109.60%).

2018 % 2018 % 2017 % Feb-18 ACTUAL BUDGET ACTUAL

TOTAL REVENUE 466,828 100.00% 357,397 100.00% 358,398 100.00%

TOTAL COGS 82,431 17.66% 85,097 23.81% 92,549 25.82%

GROSS MARGIN 384,397 82.34% 272,300 76.19% 265,850 74.18%

TOTAL PAYROLL 428,310 91.75% 357,172 99.94% 329,788 92.02%

OPERATING EXPENSES 89,028 19.07% 68,934 19.29% 73,294 20.45%

NET PROFIT (132,941) -28.48% (153,806) -43.04% (137,233) -38.29%

CLIENT DISTRIBUTION (116,324) -24.92% (134,580) -37.66% (120,079) -33.50%

2018 % 2018 % 2017 % YTD ACTUAL BUDGET ACTUAL

TOTAL REVENUE 863,320 100.00% 583,039 100.00% 584,716 100.00%

TOTAL COGS 187,127 21.68% 148,259 25.43% 153,221 26.20%

GROSS MARGIN 676,193 78.32% 434,780 74.57% 431,495 73.80%

TOTAL PAYROLL 1,168,668 135.37% 998,120 171.19% 918,182 157.03%

OPERATING EXPENSES 235,533 27.28% 166,959 28.64% 176,060 30.11%

NET PROFIT (728,008) -84.33% (730,299) -125.26% (662,747) -113.35%

Y-T-D CLIENT DISTRIBUTION (637,007) -73.79% (639,012) -109.60% (579,904) -99.18%

J:\BOARD MEETINGS\Incoming Backup Materials\Food & Beverage Report 2018 - Mar 4/18/2018 6:12 PM Page 50 Agenda items G-H

G. LAND USE/ENVIRONMENTAL/MASTER PLAN COMMITTEE

Director David Watson, Chair, will review the following

1. Discussion and possible direction on a scope of work for an analysis of additional year round parking options for Fairgrounds. (Informational/Action) H. 2.COMMUNITY Presentation RELATIONS from San Dieguito COMMITTEE River Valley Conservancy (Informational)

Director David Watson, Chair, will review the following:

1. Meeting with Representatives from Del Mar & Solana Beach (Informational) A verbal report will be given on the meeting held with the Cities’ representatives.

Page 51 I. FAIR OPERATIONS COMMITTEE

Director1. ExhibitsKathlyn 2018 Mead What’s, Chair, Newwill provide a review of the following: Informational:

2. San Diego CountyExhibits Fair Grandstand Manager Jacky Entertainment Eshelby will giveContract a verbal Approval report. Informational/Action:

Staff is requesting Board consideration of confirmed Grandstand Entertainment contracts for the 2018 San Diego County Fair as listed on 3. Sanattached Diego information. County Fair Ground Stages Entertainment Contracts Approval Informational/Action:

Staff is requesting Board consideration of confirmed Ground Stage Entertainment contracts for the 2018 San Diego County Fair.

Page 52 2018 Exhibits Departments Overview

The primary goal of the Exhibits Department in 2018 has been to maintain our traditions, while expanding our relevancy to today’s exhibitor. The Exhibits Department at the San Diego County Fair is a nationally recognized program that continues to be an important community resource for people to showcase their work. Featuring competitions that have gained national and international prestige where even the opportunity to be on display at the San Diego County Fair is a highly competitive and sought after honor. Our goal each year is to make each of our 80,000+ exhibitors’ experience as fun and rewarding as possible. We offer workshops to assist people with preparing their entries and completing registration; we have invested in new technologies to allow people to upload photos of their entries, saving them time and money; and we offer increased customer service through extended hours and technological support on deadline days. Our educational departments strive to bring programs and value to attendees of the Fair. We expanded our market research this past fall and winter by conducting two focus groups; Home & Hobby and Creative Youth. Visitors to the Fair gain skills, ideas, techniques, new ways of thinking and new appreciations every day of the Fair. All information about entering, along with individual department information can be found at sdfair.com/entry.

COMPETITIVE DEPARTMENTS

The Toast of the Coast Wine Competition 2018 is the seventh year of this competition which will culminate into a festival celebrating wines from around the world on Saturday, June 9, 2018. 778 wines competed for honors this year. The festival will feature two tasting sessions of unlimited sampling of more than 100 award winning wines, artisan cheese and entertainment. Celebrating National Rosé Day, think Pink as you sip on the Toast of the Coast, NV Gloria Ferrer Brut Rosé. New this year will be an Artisan Cheese Festival, featuring 20+ cheese makers from across the country who will be sampling more than 40 cheeses. The VIP Tasting will be hosted by Rich Cook, the Competition Director & Chief Judge. Don’t worry if you miss the all the action on June 9, the Toast of the Coast Wine Bar (located in the Garden Show) will be serving a selection of the award winning wines for the 26 day run.

San Diego International Beer Competition This competition and festival is in its 12th year and continuing to grow in popularity and prestige. Nearly 1,500 beers, meads and ciders competed on April 13 – 15 for gold, silver and bronze awards. The San Diego International Beer Festival is a 3-day event in the arena, June 15-17, featuring tasting of 300+ competition beers, entertainment and food. The “VIP Experience” offers food, a premium glass and premium pours, and early admission to the festival for an upgraded price. Back by popular the Gold Medal VIP Beer Dinner will kick off the festivities on Thursday, June 14 in the Turf Club. A Farm to Table experience with a hoppy twist is a must for any San Diego foodie. New this year is our Sunday celebration of the Homebrewer. Featuring an educational series, highlights from our Homebrew competition and the tapping of the 2017 Homebrew Best of Show brewed by Abnormal Beer Company.

Distilled: Spirit & Cocktail Competition & Festival The 2018 competition saw our youngest beverage competition hit its groove. From international entries to small, local distilleries come celebrate the winners from the competition at the Distilled Festival on Saturday, June 23. We will be bringing back the popular Cocktail Competition, featuring local bartenders from San Diego’s well know craft- 1 Page 53 cocktail establishments. New this year will be our signature Whiskey and Bourbon Bar and a Silent Disco. Being a VIP at the Distilled Festival includes an amazing experience with food pairings, signature cocktails, comforts of an exclusive lounge and signature Neat Glass (the official glass of the competition).

Brew & Still Don’t’ worry if you miss out on the festivals our new Brew & Still exhibit will feature an interactive journey through our history, the judging process and offer a tasting component to the palate minded fairgoer. Located in Red Star Café on the second floor of the West Grandstand, be sure to stop by and celebrate this year’s winners of the San Diego International Beer Competition, Distilled Competition and Homebrew Competition.

Design In Wood This nationally recognized show features woodworking entries from around the world. Amateur and professional woodworkers compete for ribbons and prize money, including $12,500 in donated awards. Approximately 400 entries are received each year. Annually the show is covered in the most prestigious wood working publications in the world.

Exhibition of Photography World renown judges, international exhibitors, and two amazing coordinators, equals one incredible exhibit. This department is highly competitive with over 4,000 entries annually, and about 30% of those able to be hung. “Photo Shoot Out” contests are held during the Fair along with a comprehensive educational workshop series on a variety of topics for the amateur photographer.

Exhibition of Fine Art The Fine Art Show is only able to accept about 1/3 of its 1,500 entries for display, resulting in a show that rivals any fine art gallery. Art Guilds and Associations will provide daily demonstrations in the Turf Club Courtyard. Partnering with Flower and Garden Show, The Bloom n Art Garden Party will feature the ever popular Chalk Artist Competition and showcase artist’s in action throughout the gardens. This opening weekend new edition to the Exhibits Department is sure to become a must see of the fairgoer. The Plein Air Competition, where fairgoers can see artists in action, will be held June 21 and the very popular Small Image contest will take place June 9 alongside the Toast of the Coast Wine Festival.

Paul Ecke, Jr. Flower & Garden Show The theme will be The Sweet Life. Landscapers and floral designers will be influenced by the life style of San Diego County and discover the true meaning of The Sweet Life. There are many special events including the Bloom n Art Garden Party, the Farm to Table Dinner, TOTC Wine Festival, and My Big Fair Wedding. The O’Brien Hall will again feature all things floral- cut flowers, flower arrangements and vignettes. New this year, fairgoers may enjoy “Workshop Wednesdays” featuring hands-on demonstrations and “Kid-friendly Fridays” featuring make-n- takes. 2018 will welcome our new demonstration/talk show/ performance area Home Sweet Home. From learning how to make a mouthwatering dish to selecting the perfect centerpiece for your next big dinner party, this new area is designed to encompass everything that is Home. Nightly 2 Page 54 entertainment will feature Live Karaoke, Dueling Pianos and the unique sounds of the Flat Bottom Boys. Stop by the Garden Show, grab a glass of award winning wine, and stay awhile.

Gems, Minerals & Jewelry Fossils, gemstones, minerals, and handmade fine jewelry make up this exhibit. San Diego is fortunate to have many “rock hounds” and collectors of specimens that truly make this a museum quality experience. Mineral of the Year will be Fluorite and Fossil of the Year will be Fossil Fruits, Leaves & Cones. Docents and demonstrators are on hand daily to educate fairgoers.

Home & Hobby 2018 welcomes new ideas and a fresh look to this historical key exhibit. Spring boarding off our research and enlisting the help of a new leadership team, the best way to describe what to expect is traditions to trends. New this year demonstrations areas will be transformed into Pinterest- inspired vignettes, hands-on crafts will be offered correlating with Fair festivals and events and new demonstrators and partners will join us. Quirky collections, masterpiece quilts, and foods to tempt every palate are just a few of many beautiful creations in this exhibit made by the talented people of our community.

Home Brew & Homemade Wine Contests Homemade Wine continues to grow in numbers. San Diego has a very large home brew community. In 2017 we partnered with Abnormal Beer Co who recently brewed the Homebrew Competition Best of Show Beer at one of their San Diego locations. That beer will be tapped at this year’s SDIBF. For 2018, we have partnered with Garage Brewing Company to brew the 2018 Best of Show Beer which will be tapped at the 2019 SDIBF.

STUDENT AND YOUTH DEPARTMENTS

Student Showcase This department celebrates outstanding work created in vocational classes in San Diego middle and high school as well as community college classrooms. New this year will be the Poetry Slam Contest featuring spoken word and poetry presented by students. The Tin Cup Coffee House will also feature live presentations throughout the Fair ranging from short stories to spoken word and play reading. Additionally, this year’s exhibit will feature a Sugar Cube- an interactive experience where fairgoers can watch student videos including the 24 hr-film festival winners. Feature events include the Community College Fashion Show and San Diego City College Cosmetology Department offering free haircuts and manicures to Fairgoers.

Industrial Arts New this year is a strong collaboration effort with the area agricultural programs and increase in industrial arts projects. Working with the local instructors we have mirrored classes to showcase the student’s classroom work. From basic welds, to building of picnic tables and BBQs, the skills of our local youth will be highlighted in a new display located in the 3 Page 55 Livestock Area. A new class was created for large projects with the Best of Show being able to be sold during the Jr. Livestock Auction.

Best of K-6 Schools and Creative Youth If you get lost looking for the Creative Youth exhibit, just follow the bread crumbs to the Ginger Bread House in Family Funville. This exhibit is traditionally the largest with over 20,000 entries on display. Offering daily crafts and programming specifically for our smallest fairgoers and their parents, Creative Youth is must see to every fair visitor. New additions include a focus on the teen exhibitor and gaming area hosted by Game Sync. Sneak by every Friday and join a Mario Cart Tournament. New events this year will include the Pre-School STEM Expo and Art & Literacy Day. From realigning the divisions by age, to the return of Baked Goods and Table Settings, the Creative Youth is place to feel like a kid in a candy store.

LIVESTOCK & ANIMALS

Del Mar Classic Horse Show This horse show is an opportunity for youth and adults alike to gain experience at a renowned horse show facility. This is the eight year of the show. Almost 200 horses and riders compete each year. Be sure to stop by the Arena on June 20 & 21 to cheer on your favorite competitor.

World of Horses “Sweet Stables” Featuring more than 15 different breeds of horses, this exhibit is a favorite among kids and adults. Daily riding, grooming and horseshoeing demonstrations take place. Be sure to stop by the World of Wonders and visit the Sweet Stables, rumor has it Unicorn sightings will be norm.

Open Livestock The barns will be brimming goats, cattle, sheep, and llamas all vying for prizes.

Junior Livestock The Junior Market Show returns with youth vying for the blue ribbon. The Junior Livestock Auction will be held on Saturday, June 30. Continuing with our success from 2017, donors can support the youth and their projects with our Junior Livestock Auction Support Fund.

Small Animals and Pets Shows will include many breeds of poultry, pigeons, rabbits, cavies and turkeys.

EXHIBIT EXPERIENCES

How Sweet It Is – Sweet: A Tasty Journey It’s Sweet Anticipation for this year’s theme exhibit. From cupcakes to hot chocolate, ice cream to cotton candy and Jelly Belly’s to an everlasting Gobstopper – what’s your favorite Sweet Treat? It’s a Sweet Ride through the theme exhibit where we will unwrap a world of flavorful fun. All of your senses will be engaged as you experience the origins of the Sweet Life. Ingredients from a “farm to fork” perspective, invites you to learn more of the stories behind the label, and experience the journey into the nuts and bolts of candy and the chocolate-making process. Learn the fascinating stories of famous candy makers and chocolatiers – local, historic and those who live in our imagination. Unwrap a world of flavorful fun in this interactive and magical setting. We have created the perfect blend of traditional and modern sweets.

4 Page 56 Journey to the Winners Circle Back by popular demand, be sure to stop by the O’Brien Hall and experience Journey to the Winners Circle, a multi phase attraction showcasing the history, pageantry and traditions of horse racing. Del Mar, Where History is Made, will be added this year, highlighting pivotal moments at the track and spot lighting the 2017 Breeder’s Cup.

World of Wonders Grab your passport, pack your bags and head out to Family Funville for a spin around the globe. Featuring the World of Horses amongst their countries of origin. Or catch the train at the Imagination Station for a ride to the Creative Youth Exhibit. The Super Ridiculous Stage will showcase the high- energy juggling and acrobatic act performed by slapstick stuntmen of Something Ridiculous.

Fiesta Village Another infield treasure is Fiesta Village, dedicated to the Hispanic Culture. Themed food, entertainment, and family activities will center around a “crafters village” featuring hand- crafted items for sale from Mexico and Central America. The crafters will be making the items each day in the Village.

EDUCATIONAL DEPARTMENTS

CA Grown Exhibit The award winning CA Grown Exhibit reflects the journey through California’s rich agricultural heritage. Starting in 1850 through the present and finally, imagining the future of agriculture, fairgoers will learn about where their food and fiber comes from and how that has evolved over the past century and a half. Be sure to stop by and visit the “Le Petite Bug-Langerie” and sample a chocolate covered cricket.

Community Partners This program highlights local government agencies and non- profit organizations. 15 spaces at the south end of the arena have been dedicated to giving these groups the opportunity to share their story with the community. Groups will rotate throughout the run of the fair, making the area new and fresh each week and giving as many groups as possible the opportunity to outreach.

The Farm Once again, the Farm will be a destination for families interested in learning about different methods of backyard farming, how to incorporate water efficiency, composting, organic gardening and other sustainable practices into their homes. New this year, enjoy the Eco Adventure Scavenger Hunt or stop by the expanded Solana Center Eco Learning Lab. From the Urban Grove to the Butterfly exhibit, let your five senses enjoy the flora and fauna.

School Field Trip Program Elementary-High School classes may visit the Fair as part of a Field Trip on June 13 and explore the Farm, Creative Youth Exhibit and attend the Summer Steam Maker Festival. This program highlights the free, educational opportunities the fair has to offer.

Summer STEAM Maker Festival We have teamed up with Steam Maker Workshop to present this special festival. This hands-on educational festival is set for June 13 and is free to the public. This free event invites 5 Page 57 groups to sign up for a hands on challenges that they will participate in on the day of their visit ranging from the Social Change Challenge to the Design a Deck Challenge. “Sweet” activities include the Air Rocket Station, Bridgestix Build, Nerdy Derby and Conductivity station.

COMMUNITY OUTREACH PROGRAMS

School Tours A special program featuring animals from different parts of the world, this year’s School Tours Program is set to visit more than 33,000 elementary school children in San Diego County. Each child will receive an Activity Book with learning activities, games, puzzles and Fair information. School Tours are April 9- April 27.

Plant*Grow*Eat This award-winning program will again teach school children the most basic principle of agriculture; planting seeds and watching food grow. This year’s program will visit almost 9,000 school children from San Diego and Tijuana who will take a field trip to the Fair as part of this program. The Don Diego Fund will once again be raising funds to generously sponsor bus transportation for schools in need.

Planting with Pride This program is similar is an outreach program to the elderly residing in assisted living environments. The Fair provides soil, pots and seeds and the residents grow their projects until fairtime when they visit on an outing. Ribbons are awarded and the seniors enjoy a day at the Fair. Held on Senior Day Thursdays. Approximately 900 seniors visit the Fair over the four Senior Days offered.

Mexican Children’s Outreach Our dedicated program coordinator visits public and private schools throughout the Tijuana area introducing children to the Fair and giving them an opportunity to participate in Best of K-6 Schools or Plant*Grow*Eat. The principals and teachers continue to view this as a valuable program, sending over 2,000 entries each year and participating in field trips to the Fair.

6 Page 58 2018 San Diego County Fair - Grandstand Entertainment

Staff requests Board approval of the newly confirmed Grandstand entertainment contracts:

Contract # Date Grandstand Artist Ticket Type Amount Genre

18-1032 Friday, June 01, 2018 Noah Cyrus Free / Reserved $50,000.00 Pop 18-1033 Wednesday, June 27, 2018 The Fray Paid/Concert $133,000.00 Pop-Rock- Alternative 18-1035 Wednesday, July 04, 2018 Jeff Ross Free / Reserved $55,000.00 Comedy

Previously Approved: 18-1010 Saturday, June 02, 2018 Sugarland Paid/Concert $375,000.00 Country 18-1025 Sunday, June 03, 2018 Banda El Recodo Free / Reserved $85,000.00 Hispanic 18-1031 Wednesday, June 06, 2018 Capital Cities Free/Reserved $100,000.00 Indie Pop 18-1007 Thursday, June 07, 2018 Kansas Free $75,000.00 Pop/Rock/ Oldies 18-1001 Friday, June 08, 2018 Jim Gaffigan Paid/Concert $200,000.00 Comedy 18-1026 Sunday, June 10, 2018 Calibre 50 Free $85,000.00 Hispanic 18-1012 Thursday, June 14, 2018 Barenaked Ladies Free $75,000.00 Pop/Rock 18-1004 Friday, June 15, 2018 Little Big Town Paid/Concert $250,000.00 Country 18-1000 Saturday, June 16, 2018 Larry the Cable Guy Paid/Concert $125,000.00 Comedy 18-1002 Sunday, June 17, 2018 Grupo Intocable Free / Reserved $65,000.00 Hispanic 18-1027 Thursday, June 21, 2018 Ramon Ayala Free $75,000.00 Hispanic 18-1028 Saturday, June 23, 2018 Gospel Festival with Free $50,000.00 Gospel / Jekalyn Carr / Anthony Christian Brown & group therAPY 18-1029 Sunday, June 24, 2018 Banda MS Paid $325,000.00 Hispanic 18-1008 Friday, June 29, 2018 Spirit West Coast Paid/Concert $8,250.00 Christian 18-1020 Saturday, June 30, 2018 Gabriel Iglesias Paid/Concert $200,000.00 Comedy 18-1009 Monday, July 02, 2018 The O'Jays Free / Reserved $75,000.00 Pop/Oldies

Page 59 2018 SPECIAL EVENTS ENTERTAINMENT CONTRACTS April Board Meeting

CONTRACT AMOUNT NAME DESCRIPTION

8 $41,000.00 Mark My Inc. dba: Mark Produce and perform two (2) hypnotist shows daily, (3) on Yuzuik July 4th, plus one (1) 1-hour Stop Smoking Seminar, and two (2) 1-hour Weight Loss Seminars

9 $4,300.00 Bill Calhoun dba: Bill To perform emcee duties for the Ballroom Dance contest Calhoun Mobile Music and various other events throughout the Fair

16 $13,500.00 M.A.N.D.A.T.E. Records, Produce and perform live music shows for four (4) ground Inc. stages June 23, Gospel Day

23 $650.00 Steve Denyes dba: Produce and perform two (2) live children's music Hullabaloo performance June 8 and 15

24 $1,000.00 Kj Grali Karaoke & Dance Produce a live DJ/Karaoke show every Sunday night during Party! the Fair

25 $350.00 Benedetti & Svoboda Produce and preform five (5) guitar duos Guitar Duo

26 $15,000.00 Loren Smith Productions Produce and perform three shows daily during the Fair dba: Jackstraws

27 $21,600.00 Something Ridiculous Produce and perform three juggling shows per day, for 18 days during the Fair

28 $52,000.00 Fusion Talent Agency Produce and perform three (3) “The Cutest Show on Earth” shows daily and provide "Sudsy's Barn" in the Livestock area

29 $2,000.00 Kevin Knight dba: Produce and perform one (1) live Metallica tribute music Damage Inc. performance June 16

30 $5,200.00 Meigs Family Foundation Produce and perform one (1) live magic show daily and dba: Bob Meigs produce Abra-Kid-Abra Magic Camp daily throughout the run of the Fair.

31 $3,000.00 Yarddart Entertainment, Produce and perform one (1) live heavy metal/mariachi LLC dba: Metalachi music show June 8

32 $4,000.00 North Park Lion's Club Produce and perform daily horseshoe exhibitions

33 $1,000.00 Chrissy Marquez dba: Produce and perform one (1) live Go-Go's tribute music Totally Go-Go's performance July 1

Page 60 2018 SPECIAL EVENTS ENTERTAINMENT CONTRACTS April Board Meeting

34 $2,500.00 Benito Meschoulam dba: Produce and perform one (1) live Carlos Santana tribute SantanaWays-the Carlos music performance June 24 Santana Tribute Show

35 $1,000.00 Frank Cascaiato dba: Just Produce and perform one (1) live Judas Priest tribute music Like Priest performance July 1

36 $1,500.00 Rolly DeVore dba: THE Produce and perform one (1) live The Who tribute music WHO GENERATION performance June 29

37 $500.00 Jeffrey Lynn dba: Full Produce and perform one (1) live Tom Petty tribute music Moon Fever performance June 20

38 $1,200.00 Rolly DeVore dba: PRISS Produce and perform one (1) live female KISS tribute music performance June 15

39 $1,600.00 Chris Maddox dba: Produce and perform one (1) live Elvis Presley tribute music Graceband performance June 1

40 $2,250.00 Music Zirconia, Inc. f/s/o Produce and perform one (1) live No Doubt tribute music NoDuh performance June 17

41 $400.00 Scott Leonard dba: Produce and perform one (1) live Nirvana tribute music NIRVANA-MANIA performance June 22

42 $400.00 Jack Johnson dba: Band Produce and perform one (1) live Johnny Cash tribute music In Black performance June 10

43 $4,000.00 Total Request Live To produce and perform live karaoke June 2, 15, 16, 17

44 $450.00 Sky 3 Entertainment dba: Produce and perform one show at The Night of The Horse Steve Ybarra

46 $3,600.00 AZ Dueling Pianos To produce and perform a dueling piano show June 29, 30 and July 1

47 $12,600.00 The Rock Bottom Boys To produce and perform a live country music show June 1, 2, 3, 8, 9, 10, 22, 23, 24

48 $700.00 Steven Glathe dba: Produce and perform Electronic Music for the Coors Light SteevieWild Rock On Wednesday night program

49 $2,250.00 Valerie Hager-Slavin Provide walk around entertainment and supervise the San Diego County Fair Troupe June 1 thru June 24

Page 61 2018 SPECIAL EVENTS ENTERTAINMENT CONTRACTS April Board Meeting 50 $900.00 Eric Runningpath dba: Produce and perform three (3) professional Native American Inter-Tribal Dancing dance programs on June 9, 23, and 30

52 $250.00 Justin Aguilar Produce and perform as part of "The Family Jewels" for Out At The Fair on June 9

53 $250.00 Frank Puma Produce and perform as part of "The Family Jewels" for Out At The Fair on June 9

54 $250.00 Kevin Thomas Taylor Produce and perform as part of "The Family Jewels" for Out At The Fair on June 9

55 $125.00 Barbie Z Produce and perform as part of "The Family Jewels" for Out At The Fair on June 9

56 $500.00 Andres Bernal Produce and perform as Erica Foxxx for Out At The Fair on June 9

57 $125.00 Renee Herrea Produce and perform as Kickxy Vixen-Styles for Out At The Fair on June 9

58 $1,100.00 PHT Entertainment dba: Produce and perform one (1) live country music performance Patrick Howard Trumpas June 27

59 $200.00 Rhonda Ryckman dba: Produce and perform one (1) live rock music show July 1 Roni Lee Band

60 $700.00 Ryan Ruiz dba: The Produce and perform two (2) live surf music show on Secret Samurai June 10 and 24

61 $200.00 Andrew Fakhouri Produce and perform one (1) live rock music show as BlackCherry Lightnin' June 1

62 $300.00 Sky 3 Entertainment dba: Produce and perform one (1) live pop music show Steven Ybarra June 22

63 $125.00 Drina Lickeret dba: San Produce and perform as San Diego Kings Club for Out At Diego Kings Club The Fair on June 9

64 $150.00 Michael LeClerc Produce and perform two (2) live music show on June 7 and 27

65 $650.00 Scott McLaughlin dba: Produce and perform three (3) live country music shows on Scotty Mac Band May 24, June 2 and July 3

Page 62 2018 SPECIAL EVENTS ENTERTAINMENT CONTRACTS April Board Meeting

66 $500.00 Stacy Antonel dba: Produce and perform one (1) live country music show July 2 Ginger Cowgirl

67 $700.00 Robb Huff dba: Kat & The Produce and perform one (1) live soft rock music show Kaddilacs June 14

68 $450.00 Aubrey Fay Produce and perform one (1) live country music show April 28 during the Del Mar National Horse Show

69 $100.00 Tim Mayes To judge the Battle of the Bands Competition June 17

70 $2,500.00 Sheldon Casavant Produce and perform one (1) live magic show during Out At The Fair on June 9

71 $450.00 Tolan Shaw Produce and perform two (2) live music shows on June 6 and 13

72 $100.00 Trevor Page Produce and perform one (1) live music show during Out At The Fair on June 9

73 $1,500.00 Retro Hits Tributes dba: Produce and perform one (1) live disco music show on Dim The Lights June 13

Page 63 Agenda items J-L

J. DMTC LIAISON/SURFSIDE RACE PLACE COMMITTEE

1.PresidentDMTC RussUpdate Penniman, Chair, will review the following: 2. Satellite Wagering Report (Informational) (Informational) K. HORSESHOW/HORSEPARKSee attached information. COMMITTEE

1. Del Mar National Horse Show Update Director Russ Penniman, Chair will give a verbal report on the following: (Information/Action) L. LEGAL COMMITTEE

1. Committee Report Director Richard Valdez, Chair, will report on any updates. (Informational/Action)

Page 64 Surfside Race Place Monthly Board Report, April 2018

Details of day signal* handle, revenue and attendance figures

2018 2017 % Change

Number of racing days 20 23 (13)--

Surfside Race Place

Total Attendance 5822 7438 (21)

Total Handle 2,161,740 2,962,650 (27)

Revenue (Handle) $43,234 $59,253

Revenue (Mini Satellites)

Ocean’s 11 Casino $4998 $5932 Striders San Diego $4231 $4458

Revenue (ADW source) $41,368 $37,461

Total Revenue $93,831 $107,104 (12)

Details of night signal** handle, revenue and attendance figures

2018 2017 % Change

Number of racing nights 14 14

Surfside Race Place

Total Attendance 965 780

Total Handle 256,824 284,811 (10)

Revenue (Handle) $5136 $5696

Revenue (ADW source) $6781 $6271 8

Total Revenue $11,917 $11,967 -- Page 65 Facility News:

The Kentucky Derby is just around the corner. On Saturday, Cinco de Mayo, Justify will try to justify his odds as the likely favorite in the Run for the Roses. Bob Baffert, his trainer, is trying to make history again after making history with American Pharoah, who won the Triple Crown after many years of frustration and no Triple Crown Champion. Justify did not start as a 2 year old. This typically eliminates many horses from contention to win the Kentucky Derby because since Apollo in the late 1800’s, a horse has not won the Kentucky Derby when they did not start as a 2 year old. Justify has now won three consecutive races, but he started his career in March, well past his 2 year old racing year. Justify has been super impressive in each of his three wins, including the Santa Anita Derby against Bolt d’Oro, a two-time Grade 1 winner. Just to be the likely favorite after not running as a 2 year old is quite a feat, but Justify is justified to be the morning line favorite, and the favorite as the gate opens on the first Saturday in May at Churchill Downs. The Twin Spires will be rocking and rolling as the contention is very deep this year. History is waiting to tell the tale.

Surfside is virtually packed up and ready to move out after May 6. This is expected to be the final day of operations at Surfside until we return after construction of the music venue. During construction, satellite wagering will be on the 6th Floor of the grandstand. After construction, the Saddle Club will be our home for satellite wagering, and we hope, sports wagering. We expect the Saddle Club to be a spectacular place to watch the races, play the ponies, and eventually, watch and wager on all sports played in the world!

Page 66 FOR YOUR INFORMATION

A. 22nd DAA Financial Statements

B. Satellite Wagering Operating Statement

C. RTA & RTLC Financial Reports

D. Correspondence

Page 67 22nd District Agricultural Association Balance Sheet Unaudited

2/28/2018 12/31/2017

ASSETS

Current Assets: Cash & Cash Equivalents $8,082,485 $10,793,270 Restricted Cash - RTA 3,700,000 4,125,000 Restricted Cash - F&B & Livestock Total Cash and Cash 310,355 246,090 Equivalents 12,092,840 15,164,360

Accounts Receivable, Net 740,269 812,201 Prepaid Expenses and Other Current Assets 396,173 475,044 Total Current Assets 13,229,282 16,451,605

Property and Equipment, Net 20,747,929 20,937,501 Other Long Term Assets 5,082,739 5,082,739

Total Assets $39,059,950 $42,471,846

LIABILITIES

Current Liabilities: Accounts Payable $947,284 $1,977,186 Deferred Revenue 2,485,057 164,998 Accrued Liabilities 1,161,544 1,426,562 Accrued Employee Compensation 2,861,485 2,695,537 Other Current Liabilities 910,023 681,473 Total Current Liabilities 8,365,393 6,945,756

Other Liabilties-Pension 31,413,325 31,413,325 Due to Other Funds (173,808) Total Liabilities 39,604,910 38,359,081

FUND EQUITY

Contributed Capital 44,222,421 44,222,421 Less Contributed Capital to RTA (32,907,821) (32,482,821) Retained Earnings (Deficit) (7,627,117) (10,138,360) Current Year Income/(Loss) (4,232,444) 2,511,525 Total Fund Equity (544,961) 4,112,765

Total Liabilities & Fund Equity $39,059,950 $42,471,846

Page 68 22nd District Agricultural Association Statement of Operations For the Two Months Ending Wednesday, February 28, 2018 Unaudited Actual vs Actual Current Yr Current Yr 2018 2018 Variance Budget Prior vs Prior Yr vs Prior Yr Actual Budget Fav/(Unfav) Var % Year Fav/(Unfav) % Var Revenues Admissions - Fair $2,957 $100 $2,857 2,857.00% ($214) $3,171 (1,481.78%) Carnival Rides 0.00% 2,000 (2,000) (100.00%) Commercial Space 12,304 5,650 6,654 117.77% 7,702 4,602 59.75% Concessions 2,475 1,000 1,475 147.50% 2,380 95 3.99% Entry Fees 143,158 138,000 5,158 3.74% 103,117 40,041 38.83% Food & Beverage 396,492 225,647 170,845 75.71% 226,317 170,175 75.19% Parking 282,296 354,226 (71,930) (20.31%) 290,280 (7,984) (2.75%) Surf & Turf 290,761 326,641 (35,880) (10.98%) 244,233 46,528 19.05% Sponsorships 58,250 70,000 (11,750) (16.79%) 72,523 (14,273) (19.68%) Facility Rentals 445,329 345,200 100,129 29.01% 296,699 148,630 50.09% Reimbursement Costs 277,618 158,202 119,416 75.48% 199,077 78,541 39.45% Admissions - OTB 22,021 28,500 (6,479) (22.73%) 23,727 (1,706) (7.19%) Track Commissions 103,755 106,000 (2,245) (2.12%) 123,569 (19,814) (16.03%) Account Wagering 81,918 78,000 3,918 5.02% 78,148 3,770 4.82% Program Sales 35,583 34,500 1,083 3.14% 38,556 (2,973) (7.71%) Lottery 19,034 20,000 (966) (4.83%) 19,957 (923) (4.62%) Other - OTB 4,198 7,000 (2,802) (40.03%) 7,527 (3,329) (44.23%) Del Mar National Horse Show 1,000 (1,000) (100.00%) 2,150 (2,150) (100.00%) Merchandise 50,236 28,000 22,236 79.41% 3,826 46,410 1,213.02% Leases 94,996 92,240 2,756 2.99% 87,856 7,140 8.13% Interest 37,853 27,000 10,853 40.20% 13,697 24,156 176.36% Other 55,766 24,500 31,266 127.62% 43,505 12,261 28.18% Total Revenues $2,417,000 $2,071,406 $345,594 16.68% $1,886,632 $530,368 28.11%

Expenses Payroll Related & Benefits 3,559,328 3,523,197 (36,131) (1.03%) 3,145,396 (413,932) (13.16%) Temporary Payroll Services 42,533 30,900 (11,633) (37.65%) 49,253 6,720 13.64% Professional Services 240,769 305,754 64,985 21.25% 128,976 (111,793) (86.68%) Entertainment & Show Expenses 9,150 2,000 (7,150) (357.50%) 2,833 (6,317) (222.98%) Food & Beverage Expense 917,175 730,075 (187,100) (25.63%) 686,143 (231,032) (33.67%) Advertising 19,139 82,850 63,711 76.90% 12,588 (6,551) (52.04%) Prizes/Premiums 55,227 6,615 (48,612) (734.88%) 12,799 (42,428) (331.49%) Supplies 205,045 248,262 43,217 17.41% 258,189 53,144 20.58% Printing 80,112 59,867 (20,245) (33.82%) 68,384 (11,728) (17.15%) Parking 0.00% 13 13 100.00% Surf & Turf 218,807 228,586 9,779 4.28% 181,976 (36,831) (20.24%) Contract Security & Medical 30,669 27,000 (3,669) (13.59%) 22,975 (7,694) (33.49%) Telephone 20,941 20,285 (656) (3.23%) 20,756 (185) (0.89%) Utilities 433,959 318,761 (115,198) (36.14%) 366,157 (67,802) (18.52%) Repairs & Maintenance 204,568 113,608 (90,960) (80.06%) 163,027 (41,541) (25.48%) Insurance 200,745 190,864 (9,881) (5.18%) 217,655 16,910 7.77% Equipment Rental 36,458 33,650 (2,808) (8.34%) 44,224 7,766 17.56% Other Administration 49,126 61,656 12,530 20.32% 42,934 (6,192) (14.42%) Merchandise 30,455 34,000 3,545 10.43% 630 (29,825) (4,734.13%) Lottery 18,417 16,000 (2,417) (15.11%) 18,824 407 2.16% Depreciation Expense 245,641 249,000 3,359 1.35% 250,481 4,840 1.93% Other 31,180 38,349 7,169 18.69% 25,434 (5,746) (22.59%) Total Operating Expenses $6,649,444 $6,321,279 ($328,165) (5.19%) $5,719,647 ($929,797) (16.26%)

Net Operating Income ($4,232,444) ($4,249,873) $17,429 (0.41%) ($3,833,015) ($399,429) 10.42% Pledged Revenue Transferred to RTA 0.00% 4,446 4,446 100.00%

Net Income/(Loss) ($4,232,444) ($4,249,873) $17,429 (0.41%) ($3,837,461) ($394,983) 10.29%

*--In addition to the Pledged Revenues, transfers from the District to RTA as paid-in-capital include $929,205 in 2018, $2,630,000 in 2017, $3,145,000 in 2016, $1,278,702 in 2015, $1,165,000 in 2014, $5,240,000 in 2013, $1,090,041 in 2012, $979,874 in 2011, $1,214,625 million in 2010, $4,656,743 million in 2009, $4,078,631 in 2008,, $1million in 2005, $1 million in 2004, $2 million'in 2003, and $2.5 million in 2002 (Total-to-date of $32,907,821 million).

Page 69 22nd DAA Satellite Wagering Operating Results For the Two Months Ending Wednesday, February 28, Budget 2018 2018 Variance 2017 Variance Actual Budget Fav/(Unfav) Actual Fav/(Unfav) Revenue

Track Commissions $88,128 $88,000 $128 $106,918 ($18,790) Mini Satelite Revenue 15,627 18,000 (2,373) 16,652 (1,025) Admissions 22,021 28,500 (6,479) 23,727 (1,706) Account Wagering 81,918 78,000 3,918 78,148 3,770 Program Sales 35,583 34,500 1,083 38,556 (2,973) Merchandise 516 600 (84) 390 126 Lottery 19,034 20,000 (966) 19,957 (923) Other 4,198 7,200 (3,002) 24,097 (19,899) 267,025 274,800 (7,775) 308,445 (41,420)

Expenses

Salaries 173,152 145,174 (27,978) 156,372 (16,780) Programs 29,719 30,000 281 33,722 4,003 Merchandise 276 1,000 724 66 (210) Lottery 18,417 16,000 (2,417) 18,824 407 Supplies and Operations 59,908 32,250 (27,658) 49,822 (10,086) 281,472 224,424 (57,048) 258,806 (22,666)

Net Operating Income (14,447) 50,376 (64,823) 49,639 (64,086)

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