The mission of OCFEC is… CELEBRATION OF ORANGE COUNTY’S COMMUNITIES, INTERESTS, AGRICULTURE AND HERITAGE (with results justifying resources expended)

NOTICE OF MEETING 32ND District Agricultural Association OCFEC Board of Directors Thursday, April 26, 2018 9:00 a.m.

Administration Building OC Fair & Event Center 88 Fair Drive Costa Mesa, California

Board of Directors

Barbara Bagneris, Board Chair Robert Ruiz, Vice Chair Nick Berardino, Member Stan Tkaczyk, Member Gerardo Mouet, Member Douglas La Belle, Member Ashleigh Aitken, Member Sandra Cervantes, Member Newton Pham, Member

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

Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the 32nd District Agricultural Association (714) 708-1500, at least five working days prior to the meeting to insure the proper arrangements can be made.

At the discretion of the Board of Directors, all items appearing on this Agenda, whether or not expressly listed for action, may be deliberated and may be subject to action by the Board of Directors. The Board may convene to closed session pursuant to Government Code section 11126, subdivisions (a) and (e) to consider personnel evaluation and/or possible litigation. Items may not necessarily be taken up in the order shown on this Agenda. This agenda, and all notices required by the Bagley-Keene Open Meeting Act are available on the Internet at: www.ocfair.com OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING APRIL26, 2018, PAGE 2 OF 5

AGENDA

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

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

3. PLEDGE OF ALLEGIANCE

4. ROLL CALL (Policy 4.5.2.B)

5. CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

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

Comments will be accepted on Agenda items during the meeting. Speakers wishing to address the Board on items on the agenda are requested to sign in prior to the start of the meeting and identify the agenda item(s) on which you desire to address the Board. Speakers are limited to three minutes.

7. MINUTES:

A. Board Meeting held March 22, 2018 Action Item

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

A. Standard Agreements: SA-002-18PA; SA-020-18PA; SA-021-18PA; SA-025- 18PA; SA-030-18AS; SA-055-18IO; SA-059-18HB; SA-062-18GE; SA-063- 18HB; SA-068-18GE; SA-070-18GE; SA-071-18BB; SA-072-18BB; SA-073- 18AS; SA-074-18GE; SA-075-18GE; SA-076-18GE; SA-077-18GE; SA-078- 18GE; SA-079-18HB; SA-080-18BB; SA-082-18GE; SA-083-18SP; SA-084- 18SP; SA-088-18GE; SA-090-18FT ; SA-091-18SP; SA-092-18SP; SA-093- 18SP; SA-107-18SP; SA-114-18SP; SA-115-18SP; SA-116-18FT; SA-118- OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING APRIL26, 2018, PAGE 3 OF 5

18YR; SA-124-18SP; SA-125-18SP; SA-127-18SP; SA-128-18SP

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

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

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

E. Commercial Rental Agreements: 18001; 18002; 18003;18004; 18005; 18006; 18007; 18008; 18009; 18010 ;18011; 18012; 18013; 18014; 18015; 18016; 18017; 18018; 18019; 18020; 18021; 18022; 18023; 18024; 18025; 18026; 18028; 18030; 18031; 18034; 18035; 18036; 18037; 18038; 18039; 18040; 18041; 18042; 18043; 18044; 18045; 18047; 18048; 18049; 18050; 18051; 18052; 18053; 18054; 18055; 18056; 18057; 18060; 18061; 18062; 18063; 18064; 18066; 18067; 18069; 18070; 18071; 18072; 18073; 18074; 18076; 18077; 18078; 18079; 18080; 18081; 18082; 18083; 18084; 18085; 18086; 18087; 18088; 18089; 18090; 18091; 18092; 18093; 18094; 18095; 18096; 18097; 18098; 18099; 18100; 18102; 18103; 18104; 18105; 18106; 18107; 18108; 18109; 18110; 18111; 18112; 18113; 18116; 18117; 18119; 18120; 18121; 18122; 18123; 18124; 18125; 18126; 18127; 18128; 18130; 18131; 18132; 18133; 18134; 18135; 18136; 18137; 18138; 18139; 18141; 18142; 18143; 18144; 18145; 18146; 18147; 18148; 18149; 18151; 18153; 18154; 18156; 18157; 18159; 18160; 18162; 18163; 18164; 18165; 18166; 18167; 18168; 18169; 18170; 18171; 18172; 18173; 18174; 18175; 18176; 18177; 18179; 18180; 18181; 18182; 18183; 18185; 18186; 18187; 18188; 18189; 18190; 18191; 18192; 18193; 18194; 18195; 18196; 18197; 18198; 18199; 18200; 18202; 18203; 18204; 18205; 18206; 18207; 18208; 18209; 18210; 18211; 18214; 18216; 18217; 18218; 18219; 18220; 18222; 18223; 18224; 18225; 18226; 18227; 18229; 18231; 18232; 18233

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

G. Independent Amusement Agreements: 18647

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

I. Judging Agreements: GF-032-18; GF-0323-18; GF-034-18; GF-035-18; GF- 036-18; GF-037-18 OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING APRIL26, 2018, PAGE 4 OF 5

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

i. none.

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

i. none.

-End of Consent Calendar-

9. GOVERNANCE PROCESS

A. Committee / Task Force / Liaison Reports Information Item

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

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

B. July and August Board of Directors Meetings Action Item

C. Centennial Farm Foundation Memorandum of Understanding (MOU) Action Item

D. Draft Master Site Plan Concept Workshop Action Item *There will be a thirty minute recess from 12:00 p.m. – 12:30 p.m. during this agenda item.

10. CLOSED SESSION (Closed to the Public)

OC FAIR & EVENT CENTER, 32ND DAA BOARD OF DIRECTORS MEETING APRIL26, 2018, PAGE 5 OF 5

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

i. To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. (Govt. Code, § 11126, subd. (e).)

ii. To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 32nd District Agricultural Association. (Govt. Code, § 11126, subd. (e).)

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

12. NEXT BOARD MEETING: MAY 24, 2018

13. ADJOURNMENT

Respectfully submitted,

Kathy Kramer CFE, CFEE, CMP Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 4:00 p.m. April 16, 2018

The following financial reports as of March 31, 2018, are enclosed for your reference.

Income Statement

For the month ended March 31, 2018, year-to-date Net Proceeds were negative $2.0M. This is favorable to the budget of negative $3.7M by $1.8M.

Total 2018 Revenue of $3.1M was favorable to Budget of $2.6M by $.5M. Stronger than budgeted results from Year Round Events helped Interim Parking, Personnel, and Catering . Interest income continued to be favorable, with LAIF rates increasing to 1.6%.

Total year-to-date Operating Expenses of $4.2M were favorable to Budget of $4.9M by $.7M. Positive variances were related to payroll/benefits/taxes from unfilled positions, Professional Services, Advertising, Maintenance and Utilities expenses. Non-Operating Expenses were favorable due to the timing of Major Projects and GASB 68 pension adjustment.

Balance Sheet

For March 2018 Accounts Receivable was $1.3M vs. $2.9M in March of prior year, due to less outstanding deposits. Likewise, Deferred Revenues were $4.3M compared to $5.9M prior year. These funds will be reclassified as Revenue per State and GAAP guidelines when services are rendered.

Statement of Cash Flows

As of March 28, 2018, OCFEC’s Cash and Investments were $44.1M vs. $36.1M, a year-over-year increase of $8M. For 2018, Capital Expenditures are projected at $2.9M vs. $4.2M in prior year. Planned projects are primarily limited to repairs of facilities and soon to be completed Arlington Beatification Project, pending completion of the Master Site Plan Project.

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

32nd DAA OC Fair & Event Center Year to Date Business Unit Financial Results

As of March 31, 2018

Year-Round Events Business Unit Contribution Margin Statement Year to Date as of March, 2018 2018 2018 2017 2018 Year to Date Year to Date % FY Year to Date Full Year Actual % Budget % Actual % Budget

Rental of Facilities 1.0 29% 0.9 26% 0.8 22% 3.5 Personnel Services 0.4 23% 0.3 20% 0.3 16% 1.7 Concessions 0.4 29% 0.3 25% 0.2 18% 1.3 Equipment Rentals 0.2 24% 0.1 19% 0.1 17% 0.7 Admissions/Parking 0.7 29% 0.6 25% 0.4 15% 2.6 Other Revenue 0.0 7% 0.0 6% 0.0 6% 0.2 Total Direct Revenue $2.7 27% $2.3 23% $1.8 18% $9.9

Payroll/Related 0.6 23% 0.6 24% 0.4 17% 2.5 Outside Services 0.0 13% 0.1 26% 0.0 6% 0.3 Supplies/Equipment/Rentals 0.0 18% 0.0 14% 0.0 9% 0.1 Facility/Related 0.1 21% 0.2 26% 0.1 16% 0.6 Marketing/Related 0.0 33% 0.0 30% 0.0 14% 0.1 Other Expense 0.0 297% 0.0 12% 0.0 62% 0.0 Total Direct Expense $0.9 23% $0.9 24% $0.6 16% $3.8 Contribution to Overhead and CapEx $1.8 30% $1.4 23% $1.2 19% $6.2 Self-Produced Events Business Unit Contribution Margin Statement Year to Date as of March, 2018 2018 2018 2017 2018 Year to Date Year to Date Year to Date Full Year Actual % Budget % Actual % Budget

Admissions 0.0 0.0% 0.0 0.0% 0.0 0.0% $9.1 Concessions 0.0 0.0% 0.0 0.0% 0.0 0.0% 8.3 Carnival 0.0 0.0% 0.0 0.0% 0.0 0.0% 3.9 Sponsorships 0.0 2.0% 0.0 0.0% 0.0 0.0% 1.8 Commercial Space 0.0 0.0% 0.0 0.0% 0.0 0.0% 1.4 Parking 0.0 0.0% 0.0 0.0% 0.0 0.0% 2.3 Other Revenue 0.0 2.6% 0.0 0.6% 0.0 0.6% 1.2 Total Direct Revenue $0.1 0.2% $0.0 0.0% $0.0 0.0% $28.0

Payroll/Related 0.6 9.7% 0.6 10.3% 0.5 8.5% 6.2 Outside Services 0.1 3.7% 0.1 3.1% 0.1 3.2% 2.9 Marketing/Related 0.0 2.2% 0.1 5.5% 0.0 2.4% 1.7 Supplies/Equipment/Rentals 0.1 3.2% 0.1 4.8% 0.0 1.5% 2.5 Attractions 0.0 0.0% 0.0 1.8% 0.0 0.0% 1.2 Other Expense 0.0 1.2% 0.0 0.9% 0.0 0.5% 1.9 Total Direct Expense $0.8 5.2% $1.0 6.0% $0.7 4.3% $16.3

Contribution to Overhead and CapEx ($0.8) -6.6% ($1.0) -8.2% ($0.7) -5.9% $11.7 Pacific Amphitheatre Business Unit Contribution Margin Statement Year to Date as of March, 2018 2018 2018 2017 2018 Year to Date Year to Date Year to Date Full Year Actual % Budget % Actual % Budget

Ticket Sales 0.0 0% 0.0 0% 0.0 0% 7.1 Facility Fee 0.0 0% 0.0 0% 0.0 0% 1.0 Concessions 0.0 0% 0.0 0% 0.0 0% 0.3 Parking 0.0 0% 0.0 0% 0.0 0% 0.8 Sponsorship 0.0 0% 0.0 0% 0.0 0% 0.0 Other Revenue 0.0 0% 0.0 0% 0.0 0% 0.1 Total Direct Revenue $0.0 0% $0.0 0% $0.0 0% $ 9.3

Performers' Fees 0.0 0% 0.0 0% 0.0 0% 4.5 Outside Services 0.0 3% 0.0 3% 0.0 3% 1.5 Marketing/Related 0.1 21% 0.1 43% 0.0 13% 0.3 Supplies/Equipment/Rentals 0.0 0% 0.0 1% 0.0 0% 0.1 Payroll/Related 0.0 0% 0.0 0% 0.0 0% 0.2 Other Expense 0.0 4% 0.0 5% 0.0 4% 0.3 Total Direct Expense $0.1 2% $0.2 3% $0.1 1% 7.0 Contribution to Overhead and CapEx ($0.1) -4% ($0.2) -8% ($0.1) -3% $2.3 Support Services Business Unit Net Overhead Summary Year to Date as of March, 2018

2018 2018 2017 2018 Year to Date Year to Date Year to Date Full Year Actual % Budget % Actual % Budget

Interest 0.1 33% 0.1 24% 0.1 13% 0.4 Facility Rentals 0.0 23% 0.0 24% 0.0 25% 0.1 Other Revenue 0.0 11% 0.1 36% 0.1 21% 0.4 Total Revenue $0.2 23% $0.3 29% $0.2 18% $0.9

Payroll/Related 1.7 21% 1.8 22% 1.5 19% 8.1 Facility/Related 0.3 15% 0.3 19% 0.3 18% 1.8 Supplies/Telephone/Postage 0.2 20% 0.3 31% 0.2 24% 0.9 Outside Services 0.1 16% 0.2 31% 0.1 12% 0.7 Insurance 0.1 24% 0.1 25% 0.1 16% 0.4 Other Expense 0.0 6% 0.1 17% 0.1 12% 0.7 Total Expense $2.4 19% $2.8 22% $2.3 18% $12.6

Net Overhead ($2.2) 18% ($2.6) 22% ($2.1) 18% ($11.7)

Non-Cash Expenses: Depreciation Expense $0.8 25% $0.8 25% $0.8 25% $3.3 Total Non-Cash Expense $0.8 25% $0.8 25% $0.8 25% $3.3 32nd D A A - OC Fair & Event Center Balance Sheet (Unaudited) March 31, 2018 and 2017

2018 2017 Assets Cash $ 3,339,116 $ 3,190,327 Investments 40,814,777 32,930,839 Accounts Receivable 1,318,945 2,936,309 Reserve for Bad Debt (22,192) (19,379) Prepaid Expenses 720,057 621,007 Deferred Outflows - Pension 4,332,393 2,061,693 Total Assets 50,503,096 41,720,796

Capital Projects in Process 1,898,990 6,224,162 Land 133,553 133,553 Buildings and Improvements 93,071,569 87,752,033 Equipment 7,326,656 7,340,068 Accumulated Depreciation (51,843,981) (48,533,529) Total Capital 50,586,787 52,916,287

Total Assets $ 101,089,883 $ 94,637,083

Liabilities Accounts Payable 432,386 907,757 Deferred Revenue 4,285,742 5,970,607 Payroll Liabilities 361,125 381,564 Deposits 12,644 9,000 Other Liabilities 436,674 436,674 Compensated Absences Liability 987,550 936,362 Deferred Inflows - Pension 36,550 437,969 Pension Liability 15,917,666 14,175,597 Total Liabilities 22,470,337 23,255,530

Net Resources Investment in Capital Assets 50,586,787 52,916,287 Net Resources - Designated Use 959,341 859,341 Net Resources - Available for Operations 40,704,241 32,729,706 Unrestricted Net Position - Pension (11,621,823) (12,551,873) Net Resources - Auction Fund 4,299 13,502 80,632,845 73,966,963 Net Proceeds from Operations (2,013,299) (2,585,410) Total Net Resources 78,619,546 71,381,553

Total Liabilities and Net Resources$ 101,089,883 $ 94,637,083 32nd D A A - OC Fair & Event Center Statement of Operations - Detailed (Unaudited) March 31, 2018 and 2017

2018 Budget 2017 Full Year to Date Year to Date Budget Year to Date Year over Year 2018 Amount Amount Variance Amount Variance Budget OCFEC-PRODUCED EVENT REVENUE ADMISSIONS TO GROUNDS Gate Admissions $ - $ - $ - $ - $ - $ 7,818,614 Advance Admissions - - - - - 3,603,854 Subtotal - - - - - 11,422,468

COMMERCIAL SPACE RENTALS - - - - - 1,421,675

CARNIVAL & CONCESSIONS Carnival - - - - - 3,871,050 Concessions 275 - 275 - 275 8,633,800 Subtotal 275 - 275 - 275 12,504,850

EXHIBITS REVENUE Entry Fees 6,905 5,270 1,635 5,270 1,635 80,127 Donations/Awards - - - - - 2,766 Sales 5,189 2,614 2,575 2,614 2,574 19,192 Subtotal 12,094 7,884 4,210 7,884 4,209 102,085

ATTRACTIONS REVENUE 31,506 20,253 11,253 22,711 8,795 6,256,845

MISC OCFEC-PRODUCED EVENT REVENUE Parking - - - - - 2,758,813 Sponsorships 36,087 - 36,087 - 36,087 1,803,000 Livestock Auction Receipts - - - - - 292,000 Camping - - - - - 98,000 Exhibitor Fees - - - - - 40,700 Miscellaneous Other Self Produced Revenue 91,666 - 91,666 - 91,666 66,667 Subtotal 127,753 - 127,753 - 127,753 5,059,180

TOTAL OCFEC-PRODUCED EVENT REVENUE 171,628 28,137 143,491 30,595 141,032 36,767,103

RENTAL REVENUE RENTAL OF FACILITIES Facility Rental Fees - - - - - 21,800 Grounds Wide Rentals - - - - - 39,400 Building 10 117,050 127,900 (10,850) 101,900 15,150 367,500 Building 12 72,105 55,500 16,605 44,200 27,905 170,700 Building 14 47,850 54,700 (6,850) 44,380 3,470 122,900 Building 16 34,100 31,900 2,200 18,900 15,200 89,500 The Hangar 69,000 71,800 (2,800) 55,200 13,800 251,500 Parade of Products 19,317 19,300 17 12,900 6,417 106,800 Breezeway - 2,000 (2,000) 4,043 (4,043) 54,300 Wine Courtyard - - - - - 5,900 Silo Building 1,170 800 370 800 370 2,600 Millennium Barn - - - - - 4,100 Little Theater 2,100 - 2,100 - 2,100 11,400 Baja Blues Restaurant 5,200 2,800 2,400 2,625 2,575 6,400 Livestock Office ------Parking Lot 590,749 485,275 105,474 445,322 145,427 1,961,491 Lawns 4,950 800 4,150 750 4,200 11,900 Event Camping 3,150 1,900 1,250 3,000 150 58,700 Festival Grounds 11,500 500 11,000 450 11,050 33,000 Mall 11,200 10,000 1,200 3,875 7,325 51,200 Grandstand Arena 3,900 - 3,900 - 3,900 20,800 Trailer Rallies - 1,300 (1,300) 1,300 (1,300) 1,700 Individual Camping 20,437 24,500 (4,063) 36,445 (16,008) 53,500 Pacific Amphitheater - - - - - 52,800 Subtotal 1,013,778 890,975 122,803 776,090 237,688 3,503,491

OTHER RENTAL EVENT REVENUES Interim Admissions - - - - - 287,600 Interim Parking 748,449 648,900 99,549 388,746 359,703 2,582,100 Revenue from Personnel Services 398,447 339,700 58,747 278,956 119,490 1,770,367 Equipment Rentals 173,457 136,300 37,157 120,310 53,146 798,000 Year-Round Concessions 300,282 265,700 34,582 186,527 113,755 1,016,600 Outside Caterers 67,703 43,000 24,703 33,523 34,180 237,600 Outdoor Signs 12,000 12,000 - 12,000 - 48,000 Subtotal 1,700,337 1,445,600 254,737 1,020,063 680,274 6,740,267

EQUESTRIAN CENTER REVENUES Stall Rentals 32,593 32,900 (307) 34,895 (2,303) 138,000 Subtotal 32,593 32,900 (307) 34,895 (2,303) 138,000

4/9/2018 2:41 PM Page 1 32nd D A A - OC Fair & Event Center Statement of Operations - Detailed (Unaudited) March 31, 2018 and 2017

2018 Budget 2017 Full Year to Date Year to Date Budget Year to Date Year over Year 2018 Amount Amount Variance Amount Variance Budget OTHER OPERATING REVENUES Discounts Earned 4,669 - 4,669 - 4,669 22,639 Miscellaneous 16,364 12,590 3,774 11,388 4,976 244,390 Subtotal 21,033 12,590 8,443 11,388 9,645 267,029

TOTAL RENTAL REVENUE 2,767,740 2,382,065 385,675 1,842,436 925,304 10,648,787

TOTAL OPERATING REVENUE 2,939,367 2,410,202 529,165 1,873,031 1,066,337 47,415,890

NON-OPERATING REVENUE Interest Earnings 136,083 99,000 37,083 51,914 84,169 407,000 Grants 17,725 68,576 (50,851) 58,576 (40,850) 153,804 Other Non-Operating Revenue 2,051 47,689 (45,638) 2,689 (638) 250,374 Prior Year Revenue (3,162) - (3,162) 3,371 (6,533) -

TOTAL NON-OPERATING REVENUE 152,698 215,265 (62,567) 116,550 36,147 811,178

TOTAL REVENUE 3,092,065 2,625,467 466,598 1,989,581 1,102,484 48,227,068

OPERATING EXPENSES Payroll and Related: Salaries/Wages - Permanents 1,438,557 1,506,965 68,408 1,319,346 (119,212) 6,431,371 Salaries/Wages - Overtime 10,438 7,300 (3,138) 12,029 1,591 66,618 Salaries/Wages - Temporaries 455,130 451,365 (3,765) 301,428 (153,703) 5,612,938 Employee Benefits 899,964 1,006,750 106,786 803,308 (96,656) 4,726,472 Travel Expense 25,935 18,274 (7,661) 17,076 (8,859) 124,066 Training and Recruiting Expense 35,319 18,645 (16,674) 18,259 (17,060) 71,687 Subtotal 2,865,344 3,009,299 143,955 2,471,446 (393,898) 17,033,152

Professional Services: Professional Services 305,705 445,310 139,605 242,888 (62,817) 5,447,713 Judges - 2,224 2,224 - - 35,315 Subtotal 305,705 447,534 141,829 242,888 (62,817) 5,483,028

Directors Expense: Directors Expense - 4,500 4,500 - - 11,597 Directors Mtg Expense 2,683 2,805 122 3,611 929 12,300 Subtotal 2,683 7,305 4,622 3,611 929 23,897

Insurance Expense 86,233 90,517 4,284 59,500 (26,733) 362,954

Telephone & Postage 38,084 41,304 3,220 44,422 6,338 185,791

Supplies and Equipment: Office Supplies 28,410 24,153 (4,257) 14,629 (13,782) 168,213 Signs/Banners 7,982 11,978 3,996 9,366 1,384 228,315 Decorations/Props 29,287 48,595 19,308 22,757 (6,530) 225,269 Small Equipment 10,943 26,536 15,593 10,788 (156) 72,833 Audio Visual 10,090 19,450 9,360 12,517 2,426 21,700 Software 9,151 39,632 30,481 26,729 17,577 54,601 Computer Hardware & Peripherals 10,756 16,829 6,073 14,663 3,907 39,704 Farm 15,244 13,437 (1,807) 9,986 (5,258) 73,788 Ticketing/Wristbands 10,828 8,497 (2,331) 4,800 (6,029) 58,334 Equipment Rental 38,522 56,935 18,413 20,718 (17,804) 2,107,039 Equipment Maintenance & Supplies 30,872 65,663 34,791 52,886 22,014 242,638 Uniforms & Laundry 39,038 28,548 (10,490) 16,991 (22,047) 92,808 Subtotal 241,124 360,253 119,129 216,830 (24,295) 3,385,242

Facility and Related: Maintenance of Buildings/Grounds 55,122 74,188 19,066 93,968 38,847 299,502 Utilities 143,482 172,634 29,152 149,275 5,793 1,204,741 Trash/Waste Removal 157,279 193,229 35,950 128,445 (28,834) 1,822,112 Rental of Facilities - - - - - 1,000 Special Repairs 63,209 78,900 15,691 65,070 1,861 558,700 Subtotal 419,093 518,951 99,858 436,759 17,666 3,886,055

Publicity and Related: Photography - 2,700 2,700 1,025 1,025 15,446 Contests - - - - - 780 Printing 10,096 45,024 34,928 22,324 12,228 185,616 Advertising - Outdoor 1,500 1,500 - 3,000 1,500 255,889 Advertising - Radio 52,891 87,450 34,559 32,487 (20,404) 414,050 Advertising - TV - - - - - 526,389

4/9/2018 2:41 PM Page 2 32nd D A A - OC Fair & Event Center Statement of Operations - Detailed (Unaudited) March 31, 2018 and 2017

2018 Budget 2017 Full Year to Date Year to Date Budget Year to Date Year over Year 2018 Amount Amount Variance Amount Variance Budget Advertising - Print 4,967 42,780 37,813 13,415 8,448 164,688 Advertising - Online 6,309 14,458 8,149 9,567 3,258 217,125 Promotional Expense 21,468 38,034 16,566 20,426 (1,042) 112,936 Brochure Printing - 3,000 3,000 - - 20,500 Buttons Printing 7,758 12,416 4,658 - (7,758) 12,416 Media Relations - 1,328 1,328 78 78 5,328 Public Relations Expense 8,146 13,099 4,953 2,954 (5,192) 115,449 Design & Production - 2,900 2,900 - - 8,700 Sponsorships 42,049 32,700 (9,349) 22,907 (19,141) 293,700 Special Projects - 50,500 50,500 750 750 237,538 Subtotal 155,183 348,089 192,906 128,933 (26,251) 2,588,550

Self-Produced Events Attractions Expense: Arena/Hangar Acts - - - - - 610,000 Grounds Acts - 20,500 20,500 - - 567,530 Major Acts - - - - - 4,400,000 Attractions Hospitality - - - - - 119,098 Subtotal - 21,500 21,500 - - 5,701,628

Other Self-Produced Event Expense: Competition Handbook - 1,246 1,246 - - 1,246 Jr. Livestock Auction Costs - - - - - 277,138 Subtotal - 1,246 1,246 - - 278,384

Premium Expense: Cash Premiums - 4,000 4,000 - - 99,386 Trophies, Ribbons 281 45 (236) 166 (115) 11,268 Subtotal 281 4,045 3,764 166 (115) 110,654

Other Operating Expenses: Cash Shortages/(Overages) (513) 16 529 (50) 463 18,693 Dues & Subscriptions 20,158 25,820 5,662 27,895 7,737 69,420 Bank Charges 22,643 20,293 (2,350) 23,141 499 364,748 Miscellaneous Expense 3,778 11,846 8,068 1,925 (1,853) 161,185 Subtotal 46,065 57,975 11,910 52,912 6,846 614,046

TOTAL OPERATING EXPENSE 4,159,794 4,908,018 748,224 3,657,465 (502,329) 39,653,381

Non-Operating Expenses Depreciation Expense 825,000 825,000 - 815,679 (9,321) 3,300,000 Major Projects 61,770 448,000 386,230 79,636 17,866 340,000 Net Pension Adjustment - GASB 68 - 225,000 225,000 - - 900,000 Prior Year Expense 58,799 8,156 (50,643) 22,210 (36,589) 8,156

TOTAL NON-OPERATING EXPENSE 945,569 1,506,156 560,587 917,525 (28,044) 4,548,156

TOTAL EXPENSES 5,105,364 6,414,174 1,308,810 4,574,991 (530,373) 44,201,537

NET PROCEEDS $ (2,013,299) $ (3,788,707) $ 1,775,408 $ (2,585,410) $ 572,111 $ 4,025,531

4/9/2018 2:41 PM Page 3 32nd District Agricultural Association OC Fair & Event Center Costa Mesa, CA Statement of Cash Flows (Unaudited) For the Three Months Ended March 31, 2018 and 2017

2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Excess of Expenses Over Revenues $ (2,013,299) $ (2,585,410)

Adjustment to Reconcile Excess of Revenue Over Expenses to Net Cash Provided by Operating Activities:

Non-Cash Charges (Credits) to Net Income Depreciation Expense 825,000 815,679

(Increase) Decrease in Assets (Increase) Decrease in Accounts Receivable (658,182) (2,605,283) (Increase) Decrease in Prepaid Expenses (647,143) (576,149)

Increase (Decrease) in Liabilities Increase (Decrease) in Accounts Payable (324,873) (169,054) Increase (Decrease) in Deferred Revenue 3,748,703 5,224,200 Increase (Decrease) in Payroll Liabilities (78,730) (15,604) Increase (Decrease) in Deposits (19,458) 4,000 Total Adjustments 2,845,317 2,677,789

Net Cash Provided (Used) by Operating Activities 832,018 92,379

CASH FLOWS FROM INVESTING ACTIVITES

(Increase) Decrease in Capital Projects in Progress (255,621) (2,178,201)

Net Cash Provided (Used) by Investing Activities (255,621) (2,178,201)

CASH FLOWS FROM FINANCING ACTIVITIES Net Cash Provided (Used) by Financing Activities 0 0

NET INCREASE (DECREASE) IN CASH 576,397 (2,085,822)

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

Cash and Cash Equivalent - End of Period $ 44,153,893 $ 36,121,166 32nd DAA - OC Fair & Event Center Capital Expenditures & Major Projects Spending (Unaudited) For the Three Months Ended March 31, 2018

2018 2018 Approved 2018 Remaining Description Budget Spending Budget Buildings and Improvements Roof - Building 14 $0 $1,670 ($1,670) Bioswale - Internal Storm Water Mgmt. 300,000 0 300,000 Fall Protection - PacAmp 0 859 ($859) Heroes Hall - (Retention held) 20,000 20,000 0 AV Equipment 18,000 0 18,000 (2) Irrigation Pumps - PacAmp Berm 0 52,875 (52,875) Furniture & Equipment 25,000 727 24,273 Restroom Remodel - Maintenance 50,000 33,890 16,110 Chain Link Fence - Arlington 180,000 0 180,000 Staging - Hangar 50,000 0 50,000 Water Intrusion Repair - Admin Bldg. 30,000 0 30,000 HVAC Repair - Huntington Bldg. 50,000 4,144 45,856 ADA Sidewalk Access - Heroes Hall 20,000 0 20,000 Storage Expansion - Lot G 30,000 617 29,383 Chicken Coop - Centennial Farm 28,000 0 28,000 Replace Sikaflex - Main Mall 50,000 0 50,000 Property Site Survey 80,000 0 80,000 Master Site Plan 50,000 0 50,000 HVAC Retrofit - Costa Mesa Bldg. 60,000 4,144 55,856 Seal & Stripe - Parking Lot 150,000 0 150,000 Parking Lot Repairs - Exterior 100,000 12,000 88,000 Parking Lot Repairs - Interior 350,000 8,147 341,853 Store Front Doors - Bldg. 12,14,& 16 60,000 0 60,000 Asphalt Replacement - ASA 40,000 0 40,000 Property Signage 100,000 0 100,000 Total Buildings and Improvements $1,841,000 $139,073 $1,701,927

Page 1 of 2 32nd DAA - OC Fair & Event Center Capital Expenditures & Major Projects Spending (Unaudited) For the Three Months Ended March 31, 2018

2018 2018 Approved 2018 Remaining Description Budget Spending Budget Furniture & Equipment Taylor Dunn Carts $0 $12,044 ($12,044) Forklift 150,000 150,000 Hydraulic Power Lift 15,000 7,970 7,030 Utility Cart Cabs 5,000 5,000 Equip - Migrant Agricultural Memorial 50,000 50,000 TimeCenter Software 40,000 40,000 Time Scheduling Software 37,000 37,000 Wi-Fi Upgrade 60,000 38,073 21,927 Umbrellas 10,000 10,000 Equipment - Exhibit 90,000 90,000 Storm Drain Catch System 15,000 15,000 Network & Server Upgrades 135,000 46,249 88,751 Cable Ramps 12,000 12,000 2-Yard Trash Dumpsters 25,000 4,904 20,096 Electrical Storage Containers 8,000 7,309 691 Picnic Tables 15,000 15,000 Stantions 7,000 7,000 Total Furniture & Equipment $674,000 $116,549 $557,451

Major Projects Silo Furniture $0 $2,943 ($2,943) Fair Material 0 0 0 F & E Administration 0 17,117 (17,117) Fence Replacement - PacAmp 15,000 14,000 1,000 Wrought Iron Fence - PacAmp 25,000 22,770 2,230 Sewer Repair - Triangle Square 7,000 0 7,000 CEQA/Environmental Impact Report 250,000 0 250,000 Total Major Projects $297,000 $56,830 $240,170

TOTAL CAPITAL BUDGET & $2,812,000 $312,452 $2,499,548 MAJOR PROJECTS

Contingency Fund $151,000 $0 $151,000

TOTAL CAPITAL BUDGET, MAJOR PROJECTS & CONTINGENCY FUNDS $2,963,000 $312,452 $2,650,548

Page 2 of 2 OC Fair & Event Center Accounts Payable Checks Summary March 2018 Check No. Date Vendor Name Amount 80385 3/20/2018 VOID - 83462 3/1/2018 Association of State CA Supervisors 72.00 83463 3/1/2018 Baby Entreypreneur presents Baby Date 2,554.00 83464 3/1/2018 Bandsintown, LLC 500.00 83465 3/1/2018 Christian Hackett 100.00 83466 3/1/2018 Dean Lassiter 58.78 83467 3/1/2018 DeltaCare USA 547.32 83468 3/1/2018 Department of General Services 85.00 83469 3/1/2018 Employment Development Department 100.00 83470 3/1/2018 Franchise Tax Board 107.25 83471 3/1/2018 IUOE, Craft/Maint. Division 1,248.72 83472 3/1/2018 JamBase, Inc. 1,500.00 83473 3/1/2018 Japan Karate Federation, Inc 1,927.50 83474 3/1/2018 Kaiser Permanente 45,481.92 83475 3/1/2018 D & A Marketing - dba KMD Showroom 7,728.53 83476 3/1/2018 KNX-AM/CBS Radio 2,507.50 83477 3/1/2018 KTWV-FM 2,975.00 83478 3/1/2018 Leslie Trasport 1,845.54 83479 3/1/2018 Marie Torres 87.95 83480 3/1/2018 Michael A. DeVries 600.00 83481 3/1/2018 Michelin North America 6,473.50 83482 3/1/2018 Nikolas Kieler 72.24 83483 3/1/2018 Orange County Treasurer-Tax Collector 209.85 83484 3/1/2018 Orange County Health Care Agency 90.00 83485 3/1/2018 Pinnacle Petroleum, Inc. 1,606.28 83486 3/1/2018 Ricoh Americas Corporation 858.33 83487 3/1/2018 Sectran Security, Inc. 105.00 83488 3/1/2018 SEIU Local 1000 CA State Employees Asso. 2,196.74 83489 3/1/2018 Sheppard, Mullin, Richter & Hampton LLP 250.00 83490 3/1/2018 State Disbursement Unit 296.06 83491 3/1/2018 Teresa Dayton 54.40 83492 3/1/2018 Terry Moore 53.74 83493 3/1/2018 The Gas Company 967.46 83494 3/1/2018 Tour Design Creative Services 470.00 83495 3/1/2018 Trojan Painting Professional 4,600.00 83496 3/1/2018 Tyler Phillips 54.15 83497 3/1/2018 Vindustrial Supply aka Sharon Williamson 481.00 83498 3/1/2018 California Fair Services Authority 2,027.63 83499 3/1/2018 Container Alliance Company 2,601.09 83500 3/1/2018 Rocovitz Inc. dba Consolidated Office 8,938.96 83501 3/6/2018 Mesa Water District 10,336.80 83502 3/6/2018 VOID - 83503 3/8/2018 Aquatic Service, Inc. 250.00 83504 3/8/2018 AT&T 4,010.57 83505 3/8/2018 Barbara Ann Clark 450.00 Page 1 of 5 OC Fair & Event Center Accounts Payable Checks Summary March 2018 Check No. Date Vendor Name Amount 83506 3/8/2018 California Concrete Ready Mix, Inc. 545.00 83507 3/8/2018 California Technology Agency 839.00 83508 3/8/2018 CARGO Projects GmbH 885.00 83509 3/8/2018 Celebration Festivals 50.00 83510 3/8/2018 California Fairs Financing Authority 506.00 83511 3/8/2018 California Fair Services Authority 310.00 83512 3/8/2018 Citi Bank 5,791.03 83513 3/8/2018 Citi Bank 2,262.38 83514 3/8/2018 CCS Orange County Janitorial, Inc. 600.00 83515 3/8/2018 CR&A Custom, Inc. 531.33 83516 3/8/2018 Delta Dental Plan Of California 5,143.08 83517 3/8/2018 Department of Human Resources Cal HR 14,500.00 83518 3/8/2018 Department of Human Resources Cal HR 73.00 83519 3/8/2018 Fuscoe Engineering, Inc. 1,152.00 83520 3/8/2018 Gem Faire, Inc. 500.50 83521 3/8/2018 Haitbrink Asphalt Paving, Inc. 1,450.00 83522 3/8/2018 HalloJAK 400.00 83523 3/8/2018 Jerry Liu & Associates 4,500.00 83524 3/8/2018 Joe A. Gonsalves & Son 5,000.00 83525 3/8/2018 Ken Karns 32.00 83526 3/8/2018 KLOS Radio, Inc. 7,350.00 83527 3/8/2018 Lisa Sexton 7,346.75 83528 3/8/2018 Mariana Nierman 5.16 83529 3/8/2018 Marquis Entertainment LLC 525.00 83530 3/8/2018 Morley Group, Inc 7,990.00 83531 3/8/2018 Pacific Coast Sport Fishing 2,624.00 83532 3/8/2018 Resin Music, LLC 1,000.00 83533 3/8/2018 Sarah Breucop 127.79 83534 3/8/2018 Sharon Stoll 7.54 83535 3/8/2018 Social Identity Corporation 5,793.18 83536 3/8/2018 Spectra 1,497.57 83537 3/8/2018 Train Show, Inc. 1,454.00 83538 3/8/2018 Ultimate Trade Shows & Events, Inc. 2,093.50 83539 3/8/2018 Ungerboeck Systems Inc. 1,423.31 83540 3/8/2018 Video Voice Data Communications 1,600.00 83541 3/8/2018 Vindustrial Supply aka Sharon Williamson 998.00 83542 3/8/2018 West Coast Emergency Medical Services 1,945.26 83543 3/14/2018 Georgette Lopez 995.00 83544 3/15/2018 AT&T 79.02 83545 3/15/2018 AT&T 1,923.88 83546 3/15/2018 Bandsintown, LLC 150.00 83547 3/15/2018 Bill Young Productions, Inc. 575.00 83548 3/15/2018 CArmor Holdings Corp 5,489.13 83549 3/15/2018 Christian Hackett 2,800.00 83550 3/15/2018 CCS Orange County Janitorial, Inc. 922.24 Page 2 of 5 OC Fair & Event Center Accounts Payable Checks Summary March 2018 Check No. Date Vendor Name Amount 83551 3/15/2018 Moor+South/Pier Mngmt Co., LP (Tandem) 14,198.65 83552 3/15/2018 Department of Forestry & Fire Protection 427.44 83553 3/15/2018 Employment Development Department 100.00 83554 3/15/2018 El Aviso Magazine 1,770.00 83555 3/15/2018 Event Production Solutions, LLC 11,300.00 83556 3/15/2018 Flying Miz Daisy 710.50 83557 3/15/2018 Franchise Tax Board 419.10 83558 3/15/2018 Haagmade, Inc. 1,383.55 83559 3/15/2018 Hart Ranch 2,430.00 83560 3/15/2018 Jorge Alcantar Perez 16.29 83561 3/15/2018 KCBS-FM 5,100.00 83562 3/15/2018 KRTH 101FM 2,550.00 83563 3/15/2018 Lou's Golf Carts, Inc. 12,044.30 83564 3/15/2018 McKinley Elevator Corporation 325.00 83565 3/15/2018 Modular Space Corporation / Modspace 1,170.25 83566 3/15/2018 Gravity Technologies Inc. 349.00 83567 3/15/2018 Nick Buffa 214.95 83568 3/15/2018 nQativ, LLC 9,143.95 83569 3/15/2018 Pablo Calderon 350.00 83570 3/15/2018 Pinnacle Landscape Company 4,797.00 83571 3/15/2018 Pinnacle Petroleum, Inc. 965.14 83572 3/15/2018 Pitney Bowes Inc. 459.22 83573 3/15/2018 Pre-Fab Builders, Inc. 1,266.00 83574 3/15/2018 Coulter Associates LLC 6,000.00 83575 3/15/2018 Roxanne Hack 200.92 83576 3/15/2018 Ruby Lau 272.37 83577 3/15/2018 Southern California Edison 4,005.77 83578 3/15/2018 Sound Media Fusion, LLC 4,320.00 83579 3/15/2018 Southwest Material Handling, Inc. 972.97 83580 3/15/2018 Spectra 671.03 83581 3/15/2018 State Disbursement Unit 281.56 83582 3/15/2018 Sunbelt Rentals, Inc. 364.67 83583 3/15/2018 TalentWise, Inc.dba Sterling Talent Solu 1,915.00 83584 3/15/2018 United Rentals (North America), Inc. 3,997.92 83585 3/15/2018 Verizon Wireless 2,527.61 83586 3/15/2018 Xerox Corporation 690.55 83587 3/15/2018 Khavarian Enterprises, Inc. dba Vision C 9,900.00 83588 3/22/2018 AT&T 232.25 83589 3/22/2018 AT&T 90.00 83590 3/22/2018 Bill Young Productions, Inc. 475.00 83591 3/22/2018 Boyd & Associates, Inc. 588.00 83592 3/22/2018 Brad's Concrete Cutting, Inc. 1,585.00 83593 3/22/2018 California Fairs Financing Authority 1,048.80 83594 3/22/2018 California Fair Services Authority 20,554.61 83595 3/22/2018 CCS Orange County Janitorial, Inc. 15,692.16 Page 3 of 5 OC Fair & Event Center Accounts Payable Checks Summary March 2018 Check No. Date Vendor Name Amount 83596 3/22/2018 CR&R Inc. 7,593.04 83597 3/22/2018 Kelly Bishop 600.00 83598 3/22/2018 Khavarian Enterprises, Inc. dba Vision C 3,300.00 83599 3/22/2018 KOLA 2,550.00 83600 3/22/2018 Lisa Sexton 7,346.75 83601 3/22/2018 Lopez Works, Inc. 34,504.50 83602 3/22/2018 Mesa Water District 10,340.66 83603 3/22/2018 Morley Group, Inc 9,690.00 83604 3/22/2018 PJL Enterprise Group 1,934.11 83605 3/22/2018 Resin Music, LLC 1,700.00 83606 3/22/2018 Safeguard Health Plans 35.71 83607 3/22/2018 Sandy Storrie 280.00 83608 3/22/2018 Second City Gym 2,534.00 83609 3/22/2018 Sectran Security, Inc. 84.00 83610 3/22/2018 Southern California Edison 48,914.42 83611 3/22/2018 Thomas L Curry 1,750.00 83612 3/22/2018 ThyssenKrupp Elevator Corporation 752.04 83613 3/22/2018 West Coast Emergency Medical Services 2,270.75 83614 3/22/2018 Woodworker West Magazine 250.00 83615 3/29/2018 Amscan, Inc. 806.40 83616 3/29/2018 Bill Young Productions, Inc. 710.00 83617 3/29/2018 CCS Orange County Janitorial, Inc. 1,105.00 83618 3/29/2018 Employment Development Department 100.00 83619 3/29/2018 Franchise Tax Board 389.10 83620 3/29/2018 Fuscoe Engineering, Inc. 5,591.25 83621 3/29/2018 Hahn & Bowersock, Inc. 1,171.25 83622 3/29/2018 JamBase, Inc. 1,500.00 83623 3/29/2018 J.C. Construction 1,670.00 83624 3/29/2018 Jennifer Olvera 68.92 83625 3/29/2018 Joan Hamill 128.74 83626 3/29/2018 Johnson Gray Advertising, Inc. 23,300.00 83627 3/29/2018 KLOS Radio, Inc. 5,365.00 83628 3/29/2018 KNX-AM/CBS Radio 2,550.00 83629 3/29/2018 KRTH 101FM 2,550.00 83630 3/29/2018 Legacy Fighting Alliance, LLC 573.60 83631 3/29/2018 Orange County Treasurer-Tax Collector 6,000.06 83632 3/29/2018 Orange County Plumbing Heating & Air Con 23,388.73 83633 3/29/2018 OC Science & Engineering Fair 801.00 83634 3/29/2018 Orange Mirror and Glass 228.49 83635 3/29/2018 Pinnacle Petroleum, Inc. 1,667.19 83636 3/29/2018 Quality Fence Co., Inc. 5,920.00 83637 3/29/2018 Ricoh Americas Corporation 38.87 83638 3/29/2018 Shannon Kubitz 78.68 83639 3/29/2018 Sound Media Fusion, LLC 9,360.00 83640 3/29/2018 State Disbursement Unit 333.80 Page 4 of 5 OC Fair & Event Center Accounts Payable Checks Summary March 2018 Check No. Date Vendor Name Amount 83641 3/29/2018 Stimulus Technologies of Californina LLC 24,864.93 83642 3/29/2018 Sunbelt Rentals, Inc. 451.10 83643 3/29/2018 Terry Moore 74.21 83644 3/29/2018 Thermal Concepts, Inc. 2,205.58 83645 3/29/2018 The Gas Company 378.36 83646 3/29/2018 Tour Design Creative Services 120.00 83647 3/29/2018 West-Lite Supply Co., Inc. 1,252.98 83648 3/29/2018 VOID - 83649 3/29/2018 U.S. Department of Homeland Security 1,500.00 83650 3/29/2018 U.S. Department of Homeland Security 500.00 83651 3/29/2018 U.S. Department of Homeland Security 460.00

Total March 2018 AP Checks 630,776.21

Page 5 of 5 OC Fair & Event Center Electronic Payments Summary March 2018 Reference No. Date Vendor Name Amount Ec4b4c879b9 3/1/2018 US Bank 135,207.45 E15205144 3/2/2018 CA Public Employees Retirement System 314.14 E15205145 3/2/2018 CA Public Employees Retirement System 6,227.78 E15205146 3/2/2018 CA Public Employees Retirement System 14,416.11 E15205147 3/2/2018 CA Public Employees Retirement System 796.73 E15205148 3/2/2018 CA Public Employees Retirement System 471.51 E15205150 3/2/2018 CA Public Employees Retirement System 25,578.86 E49354582 3/2/2018 Pitney Bowes Inc. 3,000.00 E1441 3/5/2018 Paypal, Inc. 59.95 E15163794 3/12/2018 CA Public Employees Retirement System 175,350.49 E15163835 3/12/2018 CA Public Employees Retirement System 1,251.44 E15192726 3/26/2018 CA Public Employees Retirement System 2,159.60 E26f4869817 3/26/2018 US Bank 154,206.81

ACH Banking Fees / Credit Card Fees / Payroll Tax Transactions American Express Credit Card Fees 401.56 Authorize.Net Fees 62.10 Banking Analysis Fee 429.07 Chargebacks - Gateway Services Fees 10.00 Global Pay Fees 292.55 Merchant Service Bankcard Fees 4,351.90 Paymentech Credit Card Merchant Fees 3,116.98 Payroll Taxes 212,589.53 Uaccept.com 59.95

Total March 2018 Electronic Payments 740,354.51

Page 1 of 1 MINUTES OF OCFEC BOARD OF DIRECTORS MEETING HELD March 22, 2018

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

2. MISSION STATEMENT

3. PLEDGE OF ALLEGIANCE: The Pledge of Allegiance was recited by Director Berardino. Roll call was taken by Summer Angus.

4. DIRECTORS PRESENT: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle, Director Cervantes and Director Pham.

DIRECTORS ABSENT/EXCUSED: None.

OTHERS PRESENT: Kathy Kramer, OCFEC CEO; Michele Richards, OCFEC Vice President, Business Development, Ken Karns, OCFEC Vice President, Operations; Adam Carleton, OCFEC Vice President, Finance & Administration; Summer Angus, OCFEC Executive Assistant; Bianca Kulback, OCFEC Director of Human Resources; Jason Jacobsen, OCFEC Director of Planning & Presentation; Joan Hamill, OCFEC Director of Exhibits & Education; Howard, Sandler, OCFEC Director of Events; Elaine Kumamoto, OCFEC Director of Finance; Nick Buffa, OCFEC Director Security & Traffic; Jeff Wilson, OCFEC Entertainment Supervisor; Kelly Vu, OCFEC Contracts and Purchasing Supervisor; Josh Caplan, Office of the Attorney General; Luis Hernandez, Stenographer; Nick Nicora, Spectra; Adela Generally, Spectra; Janet Hauser, City of Costa Mesa; Reggie Mundekis; Ana Vrska

5. CEO’S OPERATIONAL UPDATE

Kathy Kramer, OCFEC CEO, announced the OC Fair & Event Center was honored with the “Pillar of the City” award at the Costa Mesa State of the City event the prior week.

Kramer reported the welcoming of Hatch Culinary Lab students on their first day of their culinary training program on February 28th.

Director Cervantes joined the meeting at 9:04 a.m.

Kramer announced, in commemoration of Caesar Chaves Day on March 31st, a four paneled stand up monument will be installed at the Table of Dignity.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 2 OF 10

Kramer reported over 130 RSVPs have been received for the Women’s History Month event later that evening at Heroes Hall.

Adam Carleton, OCFEC VP Finance & Administration presented the 2018 February financials.

Ken Karns, OCFEC VP Operations, gave an update on OCFEC’s no smoking initiatives. He elaborated on the new “No Smoking Team” and their new efforts to get the no smoking message across to all fairgoers.

Michele Richards, OCFEC VP of Business Development, provided an overview of upcoming events. She also presented an overview of the upcoming Imaginology event, OCFEC’s biggest community giveback on April 13-15, 2018.

Director Mouet joined the meeting at 9:10 a.m.

Chair Bagneris informed she was going to try to keep pace of the meeting to the outlined timeline.

Chair Bagneris asked that all cards for public comment be turned in.

6. PUBLIC COMMENTS

Ana Vrska, commented on the California Environmental Quality Act (CEQA) RFP, asking for clarification of deliverables and the requirement of the preparation of the EIR. She commented on the importance of the CEQA process.

Lisa Sabo gave her own report of the Equestrian Center. She shared that there are therapy programs taking place at the Equestrian Center and the Pony Club was growing. She added her wish to be a part of the Master Site Plan as it moves forward.

7. MINUTES:

A. Board Meeting held February 22, 2018

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

Director Aitken asked if there were plans to place a discussion regarding the gun shows on the agenda.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 3 OF 10

Chair Bagneris stated that a gun show discussion will be agendized at a future meeting, possibly the May meeting. She assured Director Aitken that there will definitely be a discussion.

8. CONSENT CALENDAR

A. Standard Agreements: SA-036-18IO; SA-043-18GE; SA-046-18PL; SA- 050-18PA; SA-052-18PA; SA-053-18HB; SA-054-18GE; SA-056-18BB; SA-057-18GE; SA-058-18BB; SA-064-18P; SA-065-18IO; SA-066- 18HL; SA-083-18SP; SA-084-18SP

B. Amendments: SA-50-14BS (Amend. #4); SA-096-16FT (Amend. #1); SA-128-16FT (Amend. #1); SA-224-16FTYR (Amend. #2); SA-238- 16WR (Amend. #3); SA-096-17YR (Amend #2)

C. Interagency Agreements: SA-060-18IA

D. Rental Agreements: R-004-18; R-019-18; R-021-18; R-022-18; R-030- 18; R-036-18; R-049-18; R-053-18; R-059-18; R-069-18; R-083-18; R- 087-18; R-088-18; R-089-18; 18 IO- 01; 18 IO-FE 53; 18 IO-FE 54; 18 IO-FE 55; 18 IO-FE 56; 18 IO-FE 57; 18 IO-FE 58; 18 IO-FE 59; 18 IO- FE 60; 18 IO-FE 61; 18 IO-FE 62; 18 IO-FE 63; 18 IO-FE 64; 18 IO-FE 65; 18 IO-FE 66; 18 IO-FE 67; 18 IO-FE 68

E. Active Joint Powers Authority Agreements: 03218005

F. Commercial Rental Agreements: IMCOM-01-18; IMCOM-02-18; IMCOM-03-18; IMCOM-04-18; IMCOM-05-18; IMCOM-06-18; IMCOM- 07-18

G. Concession Rental Agreements: IMFO-01-18; IMFO-02-18; IMFO-03- 18; IMFO-04-18; IMFO-05-18; IMFO-06-18; IMFO-07-18; IMFO-08-18; IMFO-09-18; IMFO-12-18; IMFO-14-18; IMFO-15-18; IMFT-01-18; IMFT-02-18

H. Independent Amusement Agreements: IMIA-01-18

I. Judging Agreements: IO-001-18; IO-002-18; IO-003-18; IO-004-18; IO- 005-18; IO-006-18; IO-007-18; IO-008-18; IO-009-18

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

i. none.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 4 OF 10

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

i. none.

-End of Consent Calendar-

Kramer stated staff had an agreement that they would like to pull and asked Karns to give the information. Karns stated staff would like to pull SA-096-17YR (Amend. #2) for UTP Production. He stated staff would like more time to reevaluate the contract and bring it back the following month.

Director Berardino stated he has a discussion once there a motion is made.

Director La Belle stated he would like to pull the golf cart rental agreement SA-128-16FT (Amend. #1).

Chair Berardino stated that prior to supporting the items on the consent calendar, he wants to be sure all contractors and vendors are being told that safety is the number one priority of the fair.

Kramer replied in the affirmative, that in place are new safety procedures and robust training of staff to support safety and security as OCFEC’s number one priority.

ACTION: Director Berardino motioned and Director La Belle seconded to review and approve the Consent Calendar with agreements SA-096-17YR (Amend. #2) and SA-128-16FT (Amend. #1) pulled for discussion. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle, Director Cervantes and Director Pham. NAYES: None.

Director La Belle asked staff for details of the golf cart agreement, SA- 128-16FT (Amend. #1).

Ken Karns explained service terms of the golf cart agreement and the need for them for fair and Imaginology and how they are used on grounds.

Director La Belle asked how many golf carts are rented versus owned.

Karns stated that he would bring back an evaluation.

Vice Chair Ruiz asked how many carts are rented. Karns answered 106.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 5 OF 10

Director Tkaczyk questioned the term of the contract. Karns answered that the contract is in its option year.

Karns reiterated that staff would like to pull SA-096-17YR from the consent calendar for time to evaluate the contract and bring it back the following month.

ACTION: Vice Chair Ruiz motioned and Director Cervantes seconded to review and approve agreement SA-128-16FT (Amend. #1). MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle, Director Cervantes and Director Pham. NAYES: None.

9. GOVERNANCE PROCESS:

A. Committee/Task Force/Liaison Reports

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

Reggie Mundekis requested Vice Chair Ruiz be recused from the Master Site Plan (MSP) Task Force until perceived conflicts of interest have been resolved. She criticized staff’s fulfillment of public records request with regard to environmental procedures and the Master Site Plan work from Johnson Consulting.

Anna Vrska suggested the committee reports be done first before public comment. She asked for clarity on comments made by CEO Kramer regarding the MSP at a Costa Mesa City Council meeting. She spoke about protection that CEQA and EIR give the public.

Theresa Sears gave an update from her site visit to the Equestrian Center. She suggested to the Board to have an Equestrian Center footprint discussion including how to incorporate the Equestrian Center to enhance the property.

Director Cervantes, on behalf of the Centennial Farm Foundation Board, reported there was a Foundation meeting scheduled later that same day to finalize loose ends with regard to the MOU.

Chair Bagneris announced, that in light of the Centennial Farm

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 6 OF 10

Foundation’s discussion of the MOU later today, she asked for a motion to table Agenda Item 9C: Centennial Farm Foundation Memorandum of Understanding, to the following month.

Director Mouet stepped out of the meeting and was absent for the vote.

C. Centennial Farm Foundation Memorandum of Understanding (MOU) Action Item

ACTION: Director Aitken motioned and Vice Chair Ruiz seconded to table the Centennial Farm Foundation Memorandum of Understanding to the following month. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Aitken, Director Tkaczyk, Director La Belle, Director Cervantes and Director Pham. NAYES: None.

Director Berardino, on behalf of the Heroes Hall Veterans Foundation Board, reported on the upcoming exhibition of Brave Minds at Heroes Hall, an exhibit on PTSD.

Director La Belle, on behalf of the Master Site Plan Task Force (MSPTF), reported the CEQA RFP was released on March 13th with the hope to have the RFP awarded by mid-April. He added the plans for a Master Site Plan (MSP) workshop would take place at the April Board meeting. He stated the MSPTF is recommending an evening meeting for the public to be able to comment on the MSP draft concept, for some time after the April Board meeting. Director La Belle added the draft materials from Johnson Consulting will be released to the public and the Board of Directors on April 2nd.

Karns clarified the draft will be posted on the website for the public.

Director Tkaczyk, on behalf of the Tenant Liaison Committee, reported that the contractor performance evaluations have been implemented.

Chair Bagneris clarified a commented on possibly sunsetting the Tenant Liaison Committee at the last Board meeting but retracted, saying there is policy that directly affects the committee.

Director Aitken, on behalf of the Equestrian Center Task Force, reported that the Task Force is going to use the opportunity within the Master Site Plan process to address concerns and explore opportunities regarding the Equestrian Center.

Director Berardino, on behalf of the Pacific Amphitheatre Operation Evaluation & Review Task Force, reported that safety and security is

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 7 OF 10

the number one priority of the OCFEC.

B. Spectra Contract Amendment and OC Market Place Update Action Item

Karns introduced Nick Nicora and Adela Generally of Spectra.

Nick Nicora, announced Adela Generally as the new General Manager of the OC Market Place (OCMP).

Adela Generally thanked OCFEC staff and the Board for their continued support of the OCMP. She shared the OCMP is looking to become more of a community gathering place. She elaborated on the March 31st OCMP Grand Re-opening with a focus on arts, education music, entertainment, entrepreneurship, small business, community and food and beverage.

Nicora explained the request to amend the Spectra agreement is a change to shorten the window of time from 90 days’ notice to 45 days’ notice, to allow for the blending of events and help enhance the OCMP. He also added the approval process would remain the same as in the current agreement

Generally clarified that admission is free for the March 31st, OCMP Grand Re-opening event.

Director La Belle suggested oversight by the Tenant Liaison Committee.

Kramer clarified that under the current agreement, staff has the authority to work with Spectra and the OCMP on these events.

Director La Belle clarified for the Board Chair his suggested caveat to the amendment would be; the contract amended from 90 to 45 days’ notice with the Tenant Liaison Committee having the ability to waive the 45 day period and be involved with reviewing any activities proposed by the OCMP. He shared his concern with unwanted events.

Kramer added under the current agreement and with the high profile event policy there is a mechanism in place to protect against at risk events.

Josh Caplan, Office of the Attorney General, warned against Director La Belles proposal as an ad hoc committee with delegated authority would have to be a public meeting and provide the 10 day notice period.

Director Aitken shared that she heard Director La Belle’s suggestion

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 8 OF 10

differently; not that the Tenant Liaison Committee has the authority to change an agreement but that the Committee be given notice on proposed events.

Caplan agreed in that case, if the Committee was not changing or waiving a contractual obligation and did not have any delegated authority, the suggested amendment caveat be a matter of staff communicating with the Committee, then he would not any objection.

Director Berardino stated, as the maker of the motion, to amend the motion and the contract amendment to require notice to the Tenant Liaison Committee.

Kramer asked for clarification on the intended notice process, if email notification was acceptable. The Board of Directors agreed.

Director Aitken added also any further developments as they occur.

Josh Caplan, Office of the Attorney General, clarified that the motion is to approve the amendment as it is provided to the Board today, with the caveat and direction to staff to communicate with the Tenant Liaison Committee as an internal process.

ACTION: Director Berardino motioned and Vice Chair Ruiz seconded to review and approve the Spectra Contract Amendment. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk, Director La Belle, Director Cervantes and Director Pham. NAYES: None.

D. California Assembly Bill AB 2396 Discussion Action Item

Reggie Mundekis spoke in opposition of Assembly Bill AB 2396 stating it as unneeded.

Director Berardino stated his recommendation that the Board adopt a “watch position” on AB 2396, not a position to support or opposing AB 2396.

Chair Bagneris clarified that the motion is to take “watch position” on AB 2396

ACTION: Director Berardino motioned and Vice Chair Ruiz seconded to take a “watch position” on California Assembly Bill AB 2396. MOTION CARRIED. AYES: Chair Bagneris, Vice Chair Ruiz, Director Berardino, Director Mouet, Director Aitken, Director Tkaczyk,

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 9 OF 10

Director La Belle, Director Cervantes and Director Pham. NAYES: None.

Meeting broke for a recess at 10:14 a.m. and resumed at 10:34 a.m.

E. Board of Directors Training Workshop Information Item

Chair Bagneris presented the staff report.

Bill Kelly of Kelly Associates Management Group facilitated the Board training workshop for effective governance.

Chair Bagneris stated it is time to review OCFEC Bylaws and Governance Policies. She shared her idea of creating an ad hoc committee to review and make recommendations for updating the OCFEC Board Policy handbook.

Board of Directors discussed the setting and review of goals and priorities.

Kelly stressed that clarifying motions are critical and to follow Robert’s Rules of Order.

Kelly suggested to drop Task Force and replace Ad Hoc for the committees and set a goals and sunsetting clauses for each committee.

Chair Bagneris stressed the importance of having a committee chair to be responsible for taking the committee through its process and purpose.

Board of Directors discussion continued regarding culture shift, staffing and responsibility.

Kelly encouraged focusing on communication, trust and keeping meetings to follow Robert’s Rules of Order.

Chair Bagneris thanked Bill Kelly for the training session. She added future training will be on a more consistent basis.

10. CLOSED SESSION

No closed Session

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

The Board of Directors thanked Bill Kelly for his time.

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING March 22, 2018, PAGE 10 OF 10

Director Berardino emphasized that safety and security is the number one priority of the OCFEC. He suggested to the Chair to meet with the CEO and counsel to explore accountability standards.

Director Pham added that as a newer Board member, the training was very helpful.

Director Cervantes congratulated Chair Bagneris, Vice Chair Ruiz and Director Pham on their reappointments to the Board of Directors. She added she is looking forward to Imaginology and celebrating Dia Del Nino.

Vice Chair Ruiz shared the training was very informative and is looking forward to more. He congratulated his fellow Board members on the reappointments.

Director Tkaczyk stated he is looking forward to the work ahead.

Director La Belle echoed the congratulations on the reappointments. He asked CEO Kramer, subject to the Chair’s approval, to come back with a report on the smoke created by the barbeque vendors at the fair and what staff is doing to monitor those vendors.

Chair Bagneris stated the comments made during Board of Directors Matters of Information, she has directed CEO Kramer to provide updates on those comments in her CEO reports.

Director La Belle suggested an objective list to capture status of items requested by the Board of Directors.

Chair Bagneris congratulated staff on the awards from the State of the City event. She asked staff for a status update on public records requests at a future meeting. She reminded the Board of the April 1st deadline to start using their new OCFEC Board email addresses. She shared that she is very excited for Imaginology.

12. NEXT BOARD MEETING: APRIL 26, 2017

13. ADJOURNMENT

Meeting adjourned at 12:09 p.m.

______Barbara Bagneris, Chair Kathy Kramer, Chief Executive Officer

OC FAIR & EVENT CENTER STANDARD AGREEMENTS FOR BOARD APPROVAL APRIL 2018 NOT TO EXCEED CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT SA-002-18PA Gang Touring, Inc. f/s/o Kool & The Gang "Kool & The Gang" performing at Pacific Amphitheatre Fair 07/18/18 $84,000.00 Hamba Baba Productions, Inc. f/s/o Trevor SA-020-18PA Trevor Noah performing at Pacific Amphitheatre Fair 07/14/18 $175,000.00 Noah SA-021-18PA VP World, Inc. p/k/a Village People "Village People" performing at Pacific Amphitheatre Fair 07/18/18 $35,000.00 Chimichanga Productions, Inc. f/s/o Jim SA-025-18PA Jim Gaffigan performing at Pacific Amphitheatre Fair 07/22/18 $200,000.00 Gaffigan 07/23/18 - SA-030-18AS AMP Live Events, LLC "Monster Truck Destruction Tour" at the Action Sports Arena Fair $93,350.00 07/30/18 SA-055-18IO Regent UCCE Master Gardener Children Garden's Activity Imaginology 04/13/18-04/15/18

SA-059-18HB Lyvyn Skynyrd Enterprises "Simple Man" performing at The Hangar Fair 07/19/18 $4,798.00 07/21/18 - SA-062-18GE Steven Savran "The Rockabillys" performing on the Baja Blues stage Fair $600.00 07/22/18 SA-063-18HB Hotel California "Hotel California" performing at The Hangar Fair 07/26/18 $6,750.00

SA-068-18GE Clif Miller Clif Miller performing on the Baja Blues stage Fair 07/28/18 - 07/2918 $800.00 07/13/18 - SA-070-18GE David Rosales David Rosales performing on the Promenade Stage Fair $1,500.00 07/15/18 08/01/18 - SA-071-18BB Firepan Music f/s/o Smith "Smith" performing on the Baja Blues stage Fair $3,250.00 08/05/18 08/08/18 - SA-072-18BB Phillip Shane Norton Phil Shane performing on the Baja Blues stage Fair $4,500.00 08/12/18 07/30/18 - SA-073-18AS Flying U Rodeo, Co. Inc. "Flying U Rodeo" at the Action Sports Arena Fair $129,382.00 08/06/18 07/13/18 - SA-074-18GE Dragon Knights, Inc. "Dragon Knights" performing as grounds entertainment Fair $56,750.00 08/12/18 07/27/18 - SA-075-18GE Diego Barquinero "Veekay the Clown" performing as grounds entertainment Fair $6,180.00 08/12/18 07/13/18 - SA-076-18GE Karen Barnard "Katie the Clown" performing as grounds entertainment Fair $11,500.00 08/12/18 07/13/18 - SA-077-18GE Mike Barnard "Tadpole the Clown" performing as grounds entertainment Fair $11,500.00 08/12/18 07/08/18 - SA-078-18GE Stephen Smedley "Russell Brothers Circus" performing as grounds entertainm Fair $22,000.00 08/14/18 SA-079-18HB Michael Firestone "I Am King" performing in The Hangar Fair 08/01/18 $10,000.00 08/04/18 - SA-080-18BB Michael Nicoletti "Underhanded" performing on the Baja Blues stage Fair $700.00 08/05/18 07/13/18 - SA-082-18GE Luci Music "Luci" performing on the Meadows Stage Fair $1,200.00 07/15/18 $12,000 Cash, SA-083-18SP Raising Cane's Restaurant LLC Sponsorship Imaginology 4/1/18-4/27/20 $75,000 Trade SA-084-18SP San Antonia Winery Sponsorship Fair 7/13/18-8/13/18 $32,500.00

Page 1 of 3 OC FAIR & EVENT CENTER STANDARD AGREEMENTS FOR BOARD APPROVAL APRIL 2018 NOT TO EXCEED CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT "Wimberley Bluegrass Band" performing on the SA-088-18GE Wimberley Bluegrass Band Fair 07/25/18 - 07/29/18 $1,750.00 Promenade stage SA-090-18FT Pyro Engineering provide nightly pyrotechnic sky shows Fair 07/13/18-08/12/18 $49,979.00

SA-091-18SP YMCA of Orange County Sponsorship Imaginology 04/13/18-04/15/18 $2,000.00

SA-092-18SP AMO Marketing Sponsorship Imaginology 04/13/18-04/15/18 $2,000.00

SA-093-18SP The Jel Sert Company Sponsorship Fair 07/13/18-08/12/18 $10,000.00

SA-107-18SP Scholar Share Investment Board Sponsorship Imaginology 4/13/18-4/15/18 $1,200.00

SA-114-18SP El Aviso Sponsorship Fair 07/02/18-08/12/18 $32,850.00

SA-115-18SP Click Heat Inc. Sponsorship Fair 06/01/18-08/14/18 $21,000.00

SA-116-18FT OC Transit Authority OCTA Trade Fair 07/13/18-08/12/18 $50,000.00

SA-118-18YR Thyssenkrupp Elevator Corp Elevator Maintenance Year round 12/1/17-11/31/18 $4,512.00

SA-124-18SP Evolve Concept Inc/Beech-Nut Sponsorship Fair 7/18/18-7/20/18 $7,500.00

SA-125-18SP Los Angeles Chargers Sponsorship Year round 4/16/18-4/15/19 $35,000.00

SA-127-18SP The Toll Roads Sponsorship Fair 7/13/48-8/12/18 $10,000.00

SA-128-18SP IKEA Trade Imaginology 04/13/18-04/15/18$2,500.00

CHANGE IN CHANGE IN NOT TO CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXCEED EXPENSE SA-240-16SP A#1 Backyard BBQ Village Sponsorship Year round 05/01/16-04/30/19 $17,500.00 Provide payroll services for members of Local 504 of 04/10/2017- SA-096-17YR A#2 UTP Production, Inc. Year round $306,000.00 Amphitheatre 3/14/19 SA-174-17SP A#1 Davis Alen (Toyota Dealers) Sponsorship Year round 05/8/17-05/07/19 $200,000.00

SA-111-18AS A#1 Johnson Gray Advertising, Inc. Advertising services Year round 03/01/18-04/01/18 $5,408.88

Interagency Agreements CHANGE IN CHANGE IN NOT TO CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXCEED EXPENSE

Page 2 of 3 OC FAIR & EVENT CENTER STANDARD AGREEMENTS FOR BOARD APPROVAL APRIL 2018 NOT TO EXCEED CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT

Letters of Understanding NOT TO EXCEED LOU # DEMONSTRATOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT

Page 3 of 3 OC FAIR & EVENT CENTER RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2018 CONTRACT # CONTRACTOR EVENT DESCRIPTION FACILITIES CONTRACT DATES CONTRACT AMOUNT

18 IO-FE 69 St. Cecilia Catholic School Imaginology Exhibitor Anaheim Bldg 4/12/18-4/15/18 $0.00 Orange County School of the Arts- Culinary 18 IO-FE 70 Imaginology Exhibitor OC Promenade 4/12/18-4/15/18 $0.00 Conservatory R-007-18 Alliance MMA, Inc. Fight Club OC Boxing/MMA The Hangar 04/04/18-04/05/18 $13,065.50

R-008-18 Alliance MMA, Inc. Fight Club OC Boxing/MMA The Hangar 06/06/18-06/07/18 $13,065.50

R-009-18 Alliance MMA, Inc. Fight Club OC Boxing/MMA The Hangar 08/22/18-08/23/18 $13,065.50

R-010-18 Alliance MMA, Inc. Fight Club OC Boxing/MMA The Hangar 10/10/18-10/11/18 $13,065.50

R-011-18 Alliance MMA, Inc. Fight Club OC Boxing/MMA The Hangar 12/05/18-12/06/18 $13,065.50 Costa Mesa, Huntington Beach, R-023-18 B & L Productions, Inc. Crossroads of the West Gun Show Consumer Show 05/31/18-06/04/18 $92,983.50 Los Alamitos, Anaheim, Santa Ana R-031-18 Arts Orange County Dia del Nino - Imaginology 2018 Educational Event Crafters Village 04/14/18-04/15/18 In-Kind Trade: $4,967.00 Baja Blues, The Hangar, Main Mall, R-035-18 Synergy Global Entertainment, Inc. Musink Tattoo Convention & Music Festival Tattoo and Music Festival 03/15/18-03/19/18 $141,341.50 Costa Mesa Building, Huntington Costa Mesa Building, Santa Ana R-037-18 Gem Faire, Inc. Gem Faire Consumer Show 05/16/18-05/21/18 $47,756.50 Pavilion, 1/4 Main Mall Costa Mesa Building, Santa Ana R-038-18 Gem Faire, Inc. Gem Faire Consumer Show 08/22/18-08/27/18 $47,756.50 Pavilion, 1/4 Main Mall Costa Mesa Building, Santa Ana R-039-18 Gem Faire, Inc. Gem Faire Consumer Show 10/10/18-10/15/18 $47,756.50 Pavilion, 1/4 Main Mall Flying Miz Daisy Vintage Market at The R-042-18 Flying Miz Daisy Consumer Show The Hangar 06/08/18-06/10/18 $19,175.50 Hangar R-062-18 The Inflatable Run The Inflatable Run 5K Run Parking Lot G, Parking Lot I 04/20/18-04/21/18 $20,026.00

R-064-18 Alliance MMA, Inc. Fight Club OC - March Special Edition Boxing/MMA The Hangar 03/08/18-03/09/18 $15,705.00 Truck Adventures Benefiting Make A Wish R-065-18 Helping Hands Across America LLC Consumer Show Parking Lot D 06/16/18-06/16/18 $6,878.00 Foundation R-070-18 The County of Orange The County of Orange 2018 Job Fair Hiring Fair Costa Mesa Building 05/08/18-05/09/18 $14,792.00 Action Sports Arena, Baja Blues R-076-18 International Speedway, Inc. Speedway Season 2018 Motorcross 05/12/18-10/13/18 $64,509.08 Restaurant R-084-18 Sound Media Fusion, LLC Sound Testing Sound Testing Pacific Amphitheatre 04/02/18-04/10/18 $8,760.00 Vital Link/Imaginology - STEM and the Arts Youth Science Costa Mesa Building, Santa Aana In-Kind Trade: $33,577.00 R-085-18 Vital Link 04/09/18-04/15/18 Career Showcase Programming Pavilion Payment: $2,906.00 Animal Protection and Rescue League dba Costa Mesa Building, Crafters R-091-18 SoCal VegFest Consumer Show 10/19/18-10/22/18 $80,624.50 SoCal VegFest Village, Park Plaza, Plaza Pacifica, Andentope, Inc. dba Japan Product 1/2 Parking Lot I, Los Alamitos R-092-18 OC Japan Fair Japanese Festival 10/18/18-10/22/18 $48,187.42 Promotion Building Anaheim Building, Los Alamitos R-096-18 Adcom Publishing Inc. - BrideWorld Expo Adcom Publishing Inc. - BrideWorld Expo Consumer Show 06/09/18-06/10/18 $14,041.50 Building, OC Promenade R-098-18 Southwest Airlines SNA Southwest Airlines Holiday Party Holiday Party Baja Blues Restaurant 12/08/18-12/09/18 $1,567.00

R-099-18 American Gymnastics Academy SoCal Xcel State Championships Tournament The Hangar 03/23/18-03/26/18 $34,975.50

R-100-18 Vanguard University Encounter 2018 Concert The Hangar 04/07/18-04/07/18 $3,656.00

Page 1 of 1 OC FAIR & EVENT CENTER ACTIVE JOINT POWERS AUTHORITY AGREEMENTS As of March 31, 2018 APPROVED JOINT POWERS AUTHORITY PROJECT # PROJECT DATE PROJECT DESCRIPTION PRIMARY CONTRACTOR PROJECT TOTAL

Continuing California Fair Financing Authority 03213031/B, Const 08/15/13 Pac Amp Berm Renovation - Phase II CFFA $12,806,857.70 California Fair Financing Authority 03216012 02/24/16 Hero's Hall Renovation Project CFFA $3,850,738.72 California Fair Financing Authority 03217408 11/10/17 Los Alamitos Bldg Roof Repair CFFA $50,227.50 California Fair Financing Authority 03217027 11/17/17 Pac Amp Fall Protection CFFA $66,155.50 California Fair Financing Authority 03218005 02/06/18 Costa Mesa & Huntington Beach Bldgs HVAC - Project Bidding CFFA $8,287.00

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

Revision/Amendment OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

Retractable: patio awnings, window awnings; Stationary 7/01/2018- 18001 Accent Industries, Inc. dba Accent Awnings Fabric Awnings and Exterior Drop Shades. Lead Festival of Products 20' x 10' $7,800 8/14/2018 Generating Only Home and business security systems: CCTV cameras, 7/01/2018- 18002 ADT Security Services LLC home automation, home health system, Door/window Festival of Products 10' x 10' $3,875 8/14/2018 contacts, motion detectors-Lead Generating Only Automotive Accessories: Seat Covers, Floor Mats, Steering Wheel Covers, Windshield Sunshades, Seat Belt 7/01/2018- 18003 Affordable Auto Seat Covers and Accessories Parade of Products 10' x 15' $4,525 Covers, Key Chains, Team Emblem Decals, License Plate 8/14/2018 Frames. Cell Phone Products: Chargers, Cases, Pouches, Wallets, 7/01/2018- 18004 All Wireless Accessories Screen Protectors, Adapters, Headsets, Bluetooth, USB Festival of Products 20' x 10' $7,750 8/14/2018 Cables Home remodeling: acrylic bath systems, replacement doors 7/01/2018- 18005 American Home Remodeling, Inc. and windows, sunroom enclosures, patio covers and Festival of Products 20' x 10' $7,750 8/14/2018 decks. Ornamental Iron Works: Doors, Staircases, Balconies, 7/01/2018- 18006 American Ornamental Carnival of Products 10' x 8' $3,425 Fences. Lead Generating Only 8/14/2018 Lead generating. Vinyl Siding, Replacement Windows, 7/01/2018- 18007 Ameriside, Inc. Carnival of Products 20' x 8' $6,850 Coating, Artificial Turf and Patio Covers 8/14/2018 Aura Home Ductless Mini Split Heating and Cooling 7/01/2018- 18008 Aura Systems Parade of Products 10' x 15' $4,525 Systems. Lead Generating Only 8/14/2018 7/01/2018- 18009 B & B Enterprises dba Easy Living Products-Steamer Power Steam Pro-Garment Steamer Go! Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18010 B & B Enterprises dba Easy Living Products-Sticky Roller Sticky, Sticky Roller Carnival of Products 10' x 8' $3,425 8/14/2018 Outdoor BBQ: Islands, Grills, Doors, Drawers, BBQ 7/01/2018- 18011 Backyard Accents dba KoKoMo Grills Carnival of Products 27' x 8' $9,275 Accessories 8/14/2018 Bistro Blend labeled items: Balsamic vinegars and oils; 7/01/2018- 18012 Bistro Blends of Nevada, Inc. dba Bistro Blends Carnival of Products 10' x 8' $3,425 BBQ sauce, mustard 8/14/2018 Portraits Drawn from Sittings or Prints in Black and White 7/01/2018- 18013 Black & White Art Studio OC Lane 10' x 10' $3,325 or Color, Frames 8/14/2018 Western & Rodeo Related Products. Hats and Caps: Felt, Straw, Hatbands; Western Clothing: Men's and Women's 7/01/2018- 18014 Black Stallion Western Wear Shirts, Ladies' T-Shirts, Bandanas, Buckles; Western Memorial Way 20' x 20' $8,825 8/14/2018 Purses, Wallets; Keyrings, Pictures, Rodeo Event Toys: Livestock Trucks, animals. 7/01/2018- 18015 Blue Papaya Gifts Hats; Caps; Visors; Beanies; Hat Pins; Scarves Country Lane 20' x 20' $8,825 8/14/2018 Lead generating. Awnings: retractable, fixed; Security 7/01/2018- 18016 Blue Sky Awnings, Inc. dba Abbott Awnings Carnival of Products 10' x 8' $3,425 Shutters;sunscreens - drop or slide 8/14/2018 Natural handmade body whip, sugar scrubs, lip balm, foot 7/01/2018- 18017 BodyTopia Crafter's Village 10' x 15' $2,875 care, soap, face care, lotions, MSM cream, Emu oil, bath 8/14/2018 7/01/2018- 18018 Borgil Enterprises-Massagers Tubby Neck Massager and Footsie Foot Massager Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18019 Borgil Enterprises-Sponges PVA sponges and mops or Portable Pizza Oven Carnival of Products 10' x 8' $3,625 8/14/2018

Page 1 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT hand painted umbrellas, fans, scrolls, lanterns, 7/01/2018- 18020 Brellas n Fans Centennial Way 20' x 15' $7,625 Vietnamese hats and hand carved pencils 8/14/2018 Fine jewelry: 14K gold, stainless steel & sterling silver. 7/01/2018- 18021 Brenda Ranney Fine Jewelry Demonstrations will be conducted a minimum of three Crafter's Village 10' x 15' $2,875 8/14/2018 hours daily. Tubular daylighting devices, solar attic fans and Daylighting 7/01/2018- 18022 Brighter Concepts dba Solatube HomeDaylight Festival of Products 20' x 10' $7,750 fixtures. 8/14/2018 7/01/2018- 18023 Broney Distributing balsamic vinegars and oils. Festival of Products 10' x 10' $4,125 8/14/2018 Handicraft from Tibe, Nepal & India: 100% Cotton Yoga Pants, T-shirts, Tibetan Meditation Bowls, Bells, Tingshwas, Prayer Beads, Bracelets, Statues, Locks, Door Handles, Tapestries, Indian Shawls, Tibetan Thankas, 7/01/2018- 18024 Buddha's Gift dba The Dancing Yak Indian Room Hanging Decorations, Wooden Om, Wooden Festival of Products 10' x 10' $3,875 8/14/2018 Masks, Namaste Signs, Crystal Singing Bowls, Palo Santa Incense, Sage, Tebetan Silver Pendants, Rings, Tibetan Scarp, Colorful Nepalese Jackets, Purses and Bags, Cotton Head Bands, Prayer Wheels, Outdoor Kitchens, Barbecue Islands, Fireplaces, Fire Pits, 7/01/2018- 18025 Bull Outdoor Products, Inc./Carddine Inc. Parade of Products 20' x 15' $9,050 Barbecue Grills, Barbecue Carts, Bar Stools 8/14/2018 Die Cast Toy Cars and Trucks; Disney, Mattel, Monster Jam, Hot Wheels, Mathchbox, M2 Machines, Greenlight, 7/01/2018- 18026 Burning Rubber, LLC dba Burning Rubber Toy Company Parade of Products 20' x 15' $9,050 Racing Champions, Motor Max, Welly,Marvel, Maistro 8/14/2018 Kyosho,Johnny Lightning, Auto World, Lego Dimensions Bathroom & Kitchen remodeling, bath refinishing, acrylic 7/01/2018- 18028 Cal Spec Enterprises, Inc. dba CALbath Renovations Carnival of Products 18' x 8' $6,175 liners 8/14/2018 California Lottery Scratchers, Powerball, MegaMillions, SuperLotto Plus and California Lottery draw games. 7/01/2018- 18030 California Lottery South Lawn 10'x10 & 20'x10' $9,250 Displaying lottery brochures and logoed promotional 8/14/2018 merchandise for giveaway with games. 7/01/2018- 18031 Capay Inc. dba Farm Fresh to You Home Delivery of Organically Grown Fruits and Vegetables, Festival of Products 10' x 10' $3,875 8/14/2018 single wax hand holding rose or toy; double hands holding 7/01/2018- 18034 Carole Thompson Concessions dba Wax Hand Jive Midway Avenue 10' x 10' $4,225 rose; either can be filled. 8/14/2018 Name on rice,beads necklaces,keychains engraving 7/01/2018- 18035 Caroxs Enterprises, Inc.-Inka Arts bracelets and Indian silver rings, leather bracelets, charm Parade of Products 10' x 15' $4,525 8/14/2018 keychains, necklaces 7/01/2018- 18036 Caroxs Enterprises, Inc. - Cap City Licensed Team Caps, Beanies and Custom Embroidery. Parade of Products 20' x 15' $9,050 8/14/2018 Cell Phone Accessories: Cases, USB Cables, AC/DC 7/01/2018- 18037 Castillo's Wireless Adapters, Screen Protectors, Lanyards, PopSockets, Country Lane 20' x 20' $8,825 8/14/2018 Power Banks, Bluetooth Accessories Ladies' wear: skirts, tops, sequined dresses, sun dresses, 7/01/2018- 18038 Casual Look Festival of Products 20' x 10' $8,000 jackets 8/14/2018

Page 2 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

rocks, gem stones, minerals, fossils, petrified wood, geodes, glass marbles, pewter bracelets and necklaces, 7/01/2018- 18039 Caveman Lapidary carvings, malachite, agate, onyx, bronze cast malachite Crafter's Village 20' x 15' $5,160 8/14/2018 gem stands, rough and tumbled stone. Demonstrations will be conducted a minimum of three hours daily. 7/01/2018- 18040 CB Goods - Glue Glue Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18041 CB Goods - Touch of Purple Touch of Purple cleaner Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18042 CB Goods-Whisk Gripstic Whisk Supreme Carnival of Products 10' x 8' $3,425 8/14/2018 Handmade Jewelry using Sterling Silver, 14Kgf and 7/01/2018- 18043 Charise Noel Freshwater Pearls, Gemstones, Crystals: Necklaces, Festival of Products 10' x 10' $4,125 8/14/2018 Earrings, Bracelets

wind chimes of various materials: aluminum, brass, copper, 7/01/2018- 18044 Chimeland Crafter's Village 10' x 10' $2,725 ceramic and bamboo; dream catchers and figurines . 8/14/2018

Yard and Garden Art made of wood and metal: Barrels, 7/01/2018- 18045 Claudia's Imports Lizards, Palm Trees, Kokopellies, Turtles, FishSun, OC Lane 20' x 15' $8,385 8/14/2018 Flowers and Birds. Sandals: Flojos, Sbicca, Spring Step, Volatile, Hoova, 7/01/2018- 18047 Cline Footwear, Inc. dba The Shoe Place arnival of Products 20' x 8' $6,850 Ipanemas CobianSoftt. 8/14/2018 7/01/2018- 18048 Clock Man, The Grandfather Clocks; Wall Clocks, Watches Carnival of Products 20' x 8' $7,350 8/14/2018 Licensed goods and sportswear by Old Guys Rule, Dog is 7/01/2018- 18049 Coast Clothing Company Good, Laid-Back, Mojo Men's and Women's Aloha Wear Parade of Products 20' x 15' $9,050 8/14/2018 Clothing, Cablz Eyewear Retention Handcrafted Terra Cotta Diffusers, Hand Crafted Terra 7/01/2018- 18050 Creative Designs Carnival of Products 10' x 8' $3,585 Cotta Oil Burners, Fragrance Oils and Essential Oils. 8/14/2018 7/01/2018- 18051 Creative Henna Henna Body Art OC Lane 10' x 15' $4,000 8/14/2018 7/01/2018- 18052 Creative Henna Henna Body Art Family Fair Way 20' x 10' $6,125 8/14/2018 Personalized Silver and Gold-Filled Wire Crafted Jewelry: Name Pins, Bracelets, Initial Rings, I.D. Bracelets and 7/01/2018- 18053 Creative Wire Crafts Crafter's Village 15' x 10' $4,110 Necklaces, Anklets and Pet ID Tags . Demonstrations will 8/14/2018 be conducted a minimum of three hours daily. Water Softeners; Reverse Osmosis Systems Lead 7/01/2018- 18054 Hall's Culligan Water dba Culligan of Orange County OC Lane 20' x 15' $7,375 Generating Only 8/14/2018 Larimar: Imbedded Volcanic Rocks, Cabochons, Jewelry; 7/01/2018- 18055 Cynthia Gustafson dba The Larimar Stone Carnival of Products 20' x 8' $7,260 Scarves; Small Bags/Pouches 8/14/2018 Wall Art: Fine Art, Metal, Crystal, Crosses, Shadow Box; 7/01/2018- 18056 D.Mor Design Family Fair Way 30' x 15' $11,250 Framed Mirrors; Clocks 8/14/2018 Lead Generating Only. Custom Window Coverings: 7/01/2018- 18057 Danmer, Inc. dba Danmer Custom Shutters Carnival of Products 20' x 8' $6,850 Shutters, Shades and Blinds. 8/14/2018

Page 3 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT Palm readings, tarot card readings, books, tarot cards. No 7/01/2018- 18060 Diane Psychic Reader Midway Avenue 10' x 20' $4,885 jewelry or candles 8/14/2018 Di-Lar Industrial Supply,Inc. dba L.J. Hausner Construction 7/01/2018- 18061 Patio covers - Lead Generating Only Carnival of Products 10' x 8' $3,675 Co. 8/14/2018 7/01/2018- 18062 Diploma Artworks Diploma Frames from Major Universities Parade of Products 10' x 15' $4,525 8/14/2018 Discovery Toys: children's educational toys, games, books 7/01/2018- 18063 Discovery Toys Carnival of Products 10' x 8' $3,425 and software. 8/14/2018 7/01/2018- 18064 DNA Sales, LLC dba Photo Letter Art Photography Letter Art Prints and Frames. Carnival of Products 10' x 8' $3,425 8/14/2018 Antique and vintage décor item: furniture, mirrors, 7/01/2018- 18066 DZ Designs chandeliers, textiles, Preowned designer bags and Carnival of Products 24' x 8' $8,650 8/14/2018 luggage: Louis Vuitton, Chanel, Gucci. Earbanger Earphones, Bluetooth Earphones, Bluetooth Speakers, Portable Powerbanks, USB Wall and Car 7/01/2018- 18067 Earbanger Earphones Festival of Products 10' x 10' $4,125 Chargers, USB Charging Cables, USB Mini Fans, Auxillary 8/14/2018 Cables, Stylus; No Selfe Sticks Synthetic lawns & putting greens - LEAD GENERATING 7/01/2018- 18069 EasyTurf, Inc. dba EasyTurf Festival of Products 10' x 10' $4,625 Only 8/14/2018 7/01/2018- 18070 Evernice Trading Anime: Posters, Plush Toys, Wallets, Figurines Festival of Products 10' x 10' $4,125 8/14/2018 Handmade and Personalized Fabric Bags: cell phone 7/01/2018- 18071 Eye Catcher Company cases, eyeglass cases, wallets, cosmetic cases, Crafters Village 15' x 20' $4,300 8/14/2018 purses,travel bags and book covers; Penny Press 7/01/2018- 18072 Face Painting by KC Face Painting Livestock Lane 10' x 10' $3,185 8/14/2018 airbrushed items: t-shirts, tank tops, hoodies, jackets, 7/01/2018- 18073 Fickle Finger Airbrush shorts, hats, visors, headbands, bags, pillowcases, Midway Avenue 15' x 10' $4,475 8/14/2018 keychains, posters, signs. 7/01/2018- 18074 Fickle Finger Airbrush-Henna Temporary tattoos and henna body art Midway Ave 15' x 10' $4,725 8/14/2018 GRIPSTIC, GRIPSTIC Handles, GRIPSTIC Xtreme Sports 7/01/2018- 18076 First 2 Market Products, LLC dba The Gripstic Festival of Products 10' x 10' $4,125 Pouches 8/14/2018

Flags, Banners, Windwheels, Twisters, Windsocks,Garden 7/01/2018- 18077 Flag & Gift Centennial Way 20' x 10' $6,175 Stakes, Poles, Brackets, Garden Deocrations. 8/14/2018

7/01/2018- 18078 Forest Art dba King Silk Art 100% Handmade Embroidery Silk Artworks Festival of Products 17' x 12' $8,635 8/14/2018 women's jackets, jeans, belts, tanks, socks, Nomad 7/01/2018- 18079 Franco's dba Forever Cowgirl Rhinestone sandals, Swarovski crystal belts and limited Carnival of Products 30' x 8' $10,275 8/14/2018 specialty jewelry. 7/01/2018- 18080 Foot Relief Insoles Custom made insoles, hot & cold therapy bags Parade of Products 10' x 15' $4,525 8/14/2018 7/01/2018- 18081 Forever Young Rajeunir Skin Care Products Carnival of Products 20' x 8' $7,010 8/14/2018 Tropical Outdoor Décor: Wood Carvings, Wind Chimes, 7/01/2018- 18082 Fremont Products Handmade Signs; Musical Instruments, Tropical Themed Crafter's Village 20' x 15' $5,100 8/14/2018 Small Jewelry Pieces.

Page 4 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT 7/01/2018- 18083 FTI Pet Products Flea Treats Festival of Products 10' x 10' $4,125 8/14/2018 Neon Signs, Wall Signs, Arcade Games, Pinball Game, Coolers, Tap Handles, Billiard Supplies, Sports Teams 7/01/2018- 18084 Game Room City, Inc. Family Fair Way 30' x 15' $11,250 Foam Logos, Wagons, Pool Table Lighting, Coasters, 8/14/2018 Buckets 100% natural, biodegradable jewelry cleaner and 7/01/2018- 18085 Geoshi Designs Carnival of Products 10' x 8' $4,325 professional tarnish remover; Ultrasonic Cleaner 8/14/2018 Ghost Scream: Hot Sauce, Chili Garlic Paste, Chili Garlic 7/01/2018- 18086 Ghost Scream Hot Sauce Carnival of Products 10'x 8' $3,425 Jam, Hats, T Shirts 8/14/2018 7/01/2018- 18087 Gideons International Bible Distribution OC Lane 10' x 10' $2,975 8/14/2018 7/01/2018- 18088 Gift Zone, The body jewelry and hats. OC Lane 20' x 10' $6,825 8/14/2018 7/01/2018- 18089 Gift Zone, The Hats, Designer Sunglasses OC Lane 20'x10' $6,175 8/14/2018 7/01/2018- 18090 Gift Zone, The Hats, Sunglasses, Fidget Spinners Midway Avenue 20'x15' $7,575 8/14/2018 18091 On hold 7/01/2018- 18092 Golden Hammocks, Inc.-Fab Brows Fab Brows Carnival of Products 20' x 8' $8,650 8/14/2018 7/01/2018- 18093 Golden Hammocks, Inc.-UGO UGO Musicwear Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18094 Golden Hammocks, Inc.Power Step Power Step; The Power Board by Casada Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18095 Golden Hammocks, Inc.-Soap Nellie's Soap, WOW Mop, WOW Iron Carnival of Products 20' x 8' $6,850 8/14/2018 Bonsai plants, lucky bamboo, money trees; tools, fertilizer, pots, figurines, feng shui hangings, fountains and mist 7/01/2018- 18096 Greenshower Nursery, Inc. dba EZ Bonsai Crafter's Village 20' x 15' $4,935 makers. Product demonstrations will be conducted a 8/14/2018 minimum of three hours daily. 7/01/2018- 18097 Happy Cheeks Face Painting Face painting, Airbrush Tattoos OC Lane 10' x 15' $4,000 8/14/2018 7/01/2018- 18098 Happy Cheeks Face Painting Face painting, Airbrush Tattoos South Lawn 10' x 10' $3,025 8/14/2018 7/01/2018- 18099 Hawaiian Moon Hawaiian Moon organic aloe skin cream Festival of Products 20' x 10' $7,750 8/14/2018 Forward Arch corrective orthotics; Forward Arch Tri- 7/01/2018- 18100 Health Quest Enterprises, Inc. dba Forward Arch Festival of Products 10' x 10' $4,125 Supports 8/14/2018

Pro Ice Therapy Wraps, Fashion Color Ice Wraps; Extreme 7/01/2018- 18102 Hott Stuff Sports, LLC Parade of Products 10' x 15' $4,700 Standing Mats, American Outdoor Coolers; Water Bottles 8/14/2018

Prepackaged Nuts, Chocolate and Butter Toffee; Limited to 7/01/2018- 18103 House of Pistachios 20 Varieties of Packaged Candies, Dried Fruits; Available Carnival of Products 30' x 8' $10,275 8/14/2018 in Gift Packs. Prepackaged Nuts, Chocolate and Butter Toffee; Limited to 7/01/2018- 18104 House of Pistachios 20 Varieties of Packaged Candies, Dried Fruits; Available Country Lane 30' x 10' $8,975 8/14/2018 in Gift Packs.

Page 5 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

gold and silver jewelry, gold and silver custom fitted toe 7/01/2018- 18105 Hugh Spencer Jewelry Country Lane 20' x 18' $8,200 rings, costume jewelry; Hagerty Jewelry Cleaning Products 8/14/2018

WaterBoy Whole House Water Filtration and Conditioning Hydromagnetic Systems International, Inc. dba Superior 7/01/2018- 18106 Systems, Water Softeners,Tankless Water Heaters - Lead Festival of Products 10' x 10' $4,125 Water 8/14/2018 Generating Only Tropical deco breeze fans, wall art, rugs, home décor, 7/01/2018- 18107 Innovated Designs Carnival of Products 10' x 8' $3,585 jewelry 8/14/2018 Tropical deco breeze fans, wall art, rugs, home décor, 8/01/2018- 18108 Innovated Designs Carnival of Products 20' x 8' $2,978 jewelry 8/14/2018 Bolgabags, high-end designer handbags with coordinating 7/01/2018- 18109 Innovation Design wallets; shopping carts, Ladies Rope Sandals, Jewelry, Family Fair Way 30' x 15' $11,250 8/14/2018 Sunglasses, Hats microfiber cleaning products: cloths, mops,scrubber, 7/01/2018- 18110 Jake Products Carnival of Products 20' x 8' $7,100 gloves 8/14/2018 Techni Ice and Techni Ice Cool Ties; Pro2H Skin Care 7/01/2018- 18111 JLJ Enterprises dba Pro2H Products Carnival of Products 20' x 8' $7,010 Products: Prolift, Pro Bema 2H, ProTec 30, Capsorma 8/14/2018 7/01/2018- 18112 JX-Style Vintage Pocket Watches ; Coin Purses Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18113 Key Pro Mosaic Lamps Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18116 KLMK, LLC dba Infinitee Travel Network Travel Services - Lead Generating Only Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18117 KNBC Graphics Embroidered: Aprons, Hats and Tank Tops Parade of Products 10' x 15' $4,525 8/14/2018 Handmade: Embossed Leather Bracelets, Braided Bracelets, Puka Shell Necklaces, Flower Crowns, Stone 7/01/2018- 18119 KSDB Bracelets, Beaded Necklaces; Manufactured Items: Best OC Lane 10' x 10' $3,185 8/14/2018 Friends Necklaces, Animal Necklaces, Adult and Children's Hats. Cell Phone Products: Crystallized cases, covers and 7/01/2018- 18120 Lapis Enterprise-Cell Phone Products Carnival of Products 10' x 8' $3,675 pouches; lanyard connectors for iPhone 8/14/2018 DIY Charm "Memory Box" Necklaces and Bracelets; 7/01/2018- 18121 Lapis Enterprise-Jewelry Handmade Crystal Beaded Bracelets; Handmade Carnival of Products 10' x 8' $3,425 8/14/2018 Personalized Name Necklaces and Bracelets. Chinese Gifts:Scrolls; Papercut Designs; Statues; 7/01/2018- 18122 Lea's Chinese Gifts Umbrellas; Fans; Hand Painted Jade; Printed Jade; String Carnival of Products 10' x 8' $3,425 8/14/2018 Bracelets - Lucky Jewelry; Feng Shui Items. 100% Hand Crafted Leather: Hair Clips; Hair bands; Hair 7/01/2018- 18123 Leather E Pins; Hair Ties; Barrettes; Rings; Necklaces; Earrings; Carnival of Products 10' x 8' $3,425 8/14/2018 Belts; Keychains. 7/01/2018- 18124 LifeSource Water Systems, Inc. Whole house water filtration units. Carnival of Products 20' x 8' $7,050 8/14/2018 discount coupons for Chiropractic care and services. Lead 7/01/2018- 18125 LifeSpring Chiropractic, Inc. Carnival of Products 20' x 8' $7,010 generating only, no hands-on examinations. 8/14/2018 7/01/2018- 18126 Linda Jackson Psychic Psychic Palm & Tarot card readings. Country Lane 10' x 15' $3,910 8/14/2018

Page 6 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

Handmade Baby Items: clothing, Cuddle Pals-character 7/01/2018- 18127 Made With Love Kids blankets, bows, headbands, baby bracelets, fairy wings, Parade of Products 20' x 15' $9,210 8/14/2018 little girl's purses Hair: Bows, Flower Headbands, Headbands, Ties; Steling Silver, Precious Stone and Crystal Jewelry: Necklaces, 7/01/2018- 18128 Magic Box Parade of Products 20' x 15' $9,210 Earrings, Bracelets, Anklets, Pendants, Rings;Scarves; 8/14/2018 Key Chains;Coin Holders African & Caribbean: clothing, jewelry, art, hats, incense, 7/01/2018- 18130 Mamadu's Village oils, music & instruments, woodcarvings; Licensed Bob OC Lane 30' x 10' $10,050 8/14/2018 Marley clothing: Reggae shirts. Handmade Hawaiian print clothing for infants and children. Dresses, shirts, shorts; with matching fabric sunhats, hair 7/01/2018- 18131 Maria's bows, headbands, beanies, dolls, and blankets. Matching Carnival of Products 10' x 8' $3,625 8/14/2018 Dog Products: Visors, Harnesses and Leashes. No adult products. Liquid Gel filled insoles; Heel Cup Cushions; Ball of the 7/01/2018- 18132 Mark Enterprises, Inc. Carnival of Products 10' x 8' $3,425 Foot Cushions; Liquid Eye Masks 8/14/2018 7/01/2018- 18133 Mark Enterprises, Inc.-Umbrellas Vrienden Patio Umbrellas Festival of Products 20' x 10' $7,750 8/14/2018 7/01/2018- 18134 McCracken & Associates Stretchy Lids Festival of Products 10' x 10' $4,035 8/14/2018 7/01/2018- 18135 McCracken & Associates-Moonglow Jewelry Moonglow Jewelry and Cleaner Festival of Products 10' x 10' $4,285 8/14/2018 7/01/2018- 18136 McCracken & Associates-Watermelon Slicer Watermelon Slicer Carnival of Products 10' x 8' $3,585 8/14/2018 7/01/2018- 18137 Medi-Rub Corporation Medi-Rub foot and body massagers Carnival of Products 20' x 8' $7,100 8/14/2018 Belly Dancing Hip Scarves, Scarves, Shawls, Jackets, 7/01/2018- 18138 Mina Bazar Carnival of Products 10' x 8' $3,425 Tunics, Singing Ball 8/14/2018 Hands Free Accessories: Hip Klips, Phubbies, 7/01/2018- 18139 Moulton's ReaderRest, Aqua Clips, Hip Appeal, Pocket Plus, Kanga Parade of Products 10' x 15' $4,900 8/14/2018 Pocket 7/01/2018- 18141 Noble Timepieces Noble Time Pieces Men's Watches Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18142 Multinational Enterprises Green Polish/Cleaner Carnival of Products 20' x 8' $7,100 8/14/2018 7/01/2018- 18143 Whole House Fan Company Whole house fans; Lead Generating Only Festival of Products 20' x 10' $7,750 8/14/2018

My Pillow branded products: Bed pillows, travel pillows, pet 7/01/2018- 18144 My Pillow, Inc. Festival of Products 10' x 10' $4,125 pillows, cases/covers and mattress toppers 8/14/2018

Plumeria plants and cuttings, tropical plants, succulents, 7/01/2018- 18145 Myuhka's Plumerias Carnival of Products 20' x 8' $6,850 fertilizer 8/14/2018 Vita-Mix Blenders, Parts and Accessories, Cookbooks, 7/01/2018- 18146 New Dawn Products Inc. dba Vitamix Carnival of Products 20' x 8' $7,300 Blend It Up Spices and Nutritional Supplements. 8/14/2018 Leather: Wallets, Men's Belts, Fanny Packs, Cell Phone 7/01/2018- 18147 New England Leatherworks Carnival of Products 20' x 8' $7,010 Cases, Backpacks and Handbags. 8/14/2018

Page 7 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT All Hollywood Collectibles: Tees, Ceramics, Vintage Metal Signs, Pictures, Blankets, Purses, Backpacks and Wallets. Featuring: I Love Lucy, Betty Boop, Elvis, James Dean, 7/01/2018- 18148 Nifty 50's Hollywood Collectibles Midway Avenue 20' x 10' $6,175 Marilyn Monroe, Johnny Cash, John Wayne, The Beatles, 8/14/2018 Harley Davidson, DC Comics Super Heroes and Coca Cola. Country of Origin Items: Coat of Arms, First name and Surname History Prints, Plaques, Jewelry, Embroideries, 7/01/2018- 18149 Oberlies Enterprises dba Heraldry by Oberlies Crafters Village 15' x 10' $4,525 Desk Sets, Stamps, Home Decor, Names and Their 8/14/2018 Meanings, Mugs, Sun Catchers 7/01/2018- 18151 Onsia® Sound Art: Art on Canvas with Blue Tooth Speakers Festival of Products 20' x 10' $7,750 8/14/2018 Arcade Video Games; Juke Box; Pinball; Chairs; Pac-Man 7/01/2018- 18153 Own Your Own Arcade Game Festival of Products 10' x 10' $4,035 Light 8/14/2018 7/01/2018- 18154 Pacific Redwood Sign Company custom carved redwood signs Memorial Way 20' x 10' $6,825 8/14/2018 Licensed sports items: hats, t-shirts, keychains, visors, cap washers, sports license plates, sports decals, pennants, 7/01/2018- 18156 Packham Company, The Carnival of Products 20' x 8' $6,850 antenna balls, Koozies, banners, license plate frames, 8/14/2018 badge holders, and sports signs 7/01/2018- 18157 Papa Dan's Products beef jerky, beef sticks, hot sauces OC Lane 20' x 10' $6,335 8/14/2018 7/01/2018- 18159 Perfume Express, Inc. Name brand perfumes and colognes for men and women Festival of Products 20' x 10' $7,850 8/14/2018 Rock: T Shirts, Hoodies, Pins, Patches, Belts, Wallets, Suspenders, Bow Ties, Hair Accessories, Charms, 7/01/2018- 18160 Pibe Sports Bracelets, Necklaces; Soccer: Jerseys, Hoodies, Jackets, Carnival of Products 20' x 8' $6,850 8/14/2018 Scarves, Balls, Wrestling Masks, Keychains, Necklaces, Bracelets. Handmade Austrian Crystal Jewelry: Necklaces, Earrings, 7/01/2018- 18162 Pizzazz Unlimited Pins, Bracelets , Rings, Anklets, Hair Barrettes, Readers Carnival of Products 30' x 8' $11,175 8/14/2018 and Sunglasses. Variety of cookies and sweet breads; Rice Krispies Treats, 7/01/2018- 18163 Planet Cookies, Inc. Carnival of Products 10' x 8' $3,425 Brownies, Coconut Macaroons. 8/14/2018 7/01/2018- 18164 PLH Products, Inc. dba Health Mate Sauna Far infrared saunas - Lead Generating Only Parade of Products 20' x 15' $9,050 8/14/2018 Gadgets and Tools: Maginfiers, Optics, Binoculars, 7/01/2018- 18165 Pristine Systems, Inc. dba Gadgets and Neat Stuff Personal Care Tools, Household, Hobby and Outdoor Carnival of Products 20' x 8' $5,072 7/29/2018 Tools. Quick n Brite: All Purpose Green Cleaner, Scum Off 7/01/2018- 18166 Quick 'n Brite, Inc. Carnival of Products 10' x 8' $3,425 Shower Cleaner 8/14/2018 Handmade: cotton rope sandals, recycled denim 7/01/2018- 18167 Rama Handicraft Festival of Products 20' x 10' $7,750 handbags; Miniature tea sets 8/14/2018 Sandals, Shoes, Boots, Slippers, Novelty Socks, Key 7/01/2018- 18168 Ramon's Sandals & Footwear Parade of Products 30' x 15' $13,875 Chains, Jewelry 8/14/2018 Personalized dog collars, leashes, dog tags, Children's ID 7/01/2018- 18169 Randy's Pet Supply Crafter's Village 12' x 10' $2,950 bracelets, assorted dog and cat toys 8/14/2018

Page 8 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT 7/01/2018- 18170 Riva International, Inc. Mini Flipper and Cars on Track, Bowl Warmer Carnival of Products 20' x 8' $7,750 8/14/2018 7/01/2018- 18171 Riva International, Inc. dba Mineral Glow Solar Lanterns, Mini Laser Lights, Blackout Light Switches Carnival of Products 10' x 8' $3,425 8/14/2018 Humorous Original Acrylic Paintings, Giclee's on canvas, Giclee's on heavy weight paper; Humorous Prints. 7/01/2018- 18172 Robert Marble, Inc. Crafter's Village 10' x 15' $3,200 Demonstrations will be conducted a minimum of three 8/14/2018 hours daily. Leather products: Bags, Handbags,Wallets, Backpacks, 7/01/2018- 18173 Sam Leather Money Clips, Belts, Cell Phone Covers, Business Card Carnival of Products 15' x 8' $5,150 8/14/2018 Holders, Passport and Checkbook Covers, Travel Bags. Demonstrations will be conducted a minimum of three hours daily. Handmade footwear for men, women and 7/01/2018- 18174 Sandalman, The Crafter's Village 10' x 15' $2,960 children: leather sandals, sheepskin boots, arch supports 8/14/2018 and some repairs 7/01/2018- 18175 Sculpture Art Studio Face Sculptures: large and small bust sculptures. Crafters Village 10' x 10' $2,475 8/14/2018 Leather and Fashion: Handbags, Purses, Briefcases, 7/01/2018- 18176 Sergio's dba Sergio's Collection Wallets, Backpacks, Travel Bags and Carryons, Sports Parade of Products 20' x 15' $9,050 8/14/2018 Bags, Utility Bags, Purses, Cell Phone Covers, Belts Rayon and Cotton Women's Clothing: Beaded Shawls, Tops, Skirts, Blouses and Dresses. Leather Wallets Only, 7/01/2018- 18177 Shasta Fashions Carnival of Products 20' x 8' $6,850 no purses. Booth set up must meet guidelines as indicated 8/14/2018 in the Handbook. Silhouettes are hand-cut during personal sitting; oval 7/01/2018- 18179 Silhouettes by Leslie Crafters Village 10' x 15' $3,035 frames and cards, 8/14/2018 7/01/2018- 18180 SK Treasure trinket boxes, 3D Art Crystals, and salt & pepper shakers. Parade of Products 10' x 15' $4,775 8/14/2018 Pearl in Oysters; Jewelry Made from Pearls; Chain by the 7/01/2018- 18181 SK Treasure Festival of Products 20' x 10' $7,750 Inch 8/14/2018 Framed and Frameless Art Pieces: Wall Hangings, Sports 7/01/2018- 18182 SoCal Arts dba Discount Pictures Mart Art, Lithographs, Comic Art, Local Artists' Work, Music Country Lane 20' x 20' $9,075 8/14/2018 Posters, Movie Posters, Vintage Hollywood; Frames 7/01/2018- 18183 SoCal Contractors & Remodeling, Inc. Home Improvement - Lead Generating Only Parade of Products 20' x 15' $8,900 8/14/2018 7/01/2018- 18185 Staffent USA Ltd. dba Stafford Enterprises-Mat TheraMat Pro Carnival of Products 20' x 8' $7,010 8/14/2018 7/01/2018- 18186 Staffent USA Ltd. dba Stafford Enterprises-Tiger Jaws Tiger Jaws Carnival of Products 10' x 8' $3,585 8/14/2018 7/01/2018- 18187 Starr International Trading, Inc.-TV Box Stream Daddy TV Box Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18188 Starr International Trading, Inc.-Knife Sharpener OSO Knife Sharpener: Sharp Pro, Razor Sharp Festival of Products 10' x 10' $4,125 8/14/2018 The Perfect Wine Opener, The Ultimate Wine Kit, The 7/01/2018- 18189 Starr International Trading, Inc.-Wine Ultimate Chill Rod, Single Air Pressure Opener, Bottle Carnival of Products 10' x 8' $3,425 8/14/2018 Stoppers, Vacuum Bottle Sealers

Page 9 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

Japanese Anime Character: figurines, chains, necklaces, 7/01/2018- 18190 Sun Company wall scrolls, posters, trading cards, wallets, canvas bags, Parade of Products 20' x 15' $9,050 8/14/2018 caps, lanyards and plush toys. 7/01/2018- 18191 Sunshine Kitchen Products AquaBlade Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18192 Sunshine Kitchen Products-Hose Nozzle Bonaire hose nozzle Parade of Products 10' X 15' $5,425 8/14/2018 Interlocking paving stones for driveways, pool decks, patios, walkways, bbq islands,; pergolas, landscape 7/01/2018- 18193 System Paving, Inc. dba System Pavers Festival of Products 20' X 10' $7,750 lighting, water features No artificial turf for sale. Lead 8/14/2018 Generating Only 7/01/2018- 18194 TCM International-EZ Tunes EZ Tunes Amplifiers; 3D Lights Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18195 TCM International-Peeler Peeler Festival of Products 10' x10' $3,875 8/14/2018 30 second salsa, 30 minute chili mix, BBQ sauce and 7/01/2018- 18196 TCM International-Salsa Carnival of Products 10' x 8' $3,425 tortilla warmers. 8/14/2018 Roofing, Blown-in Insulation, Radiant Barrier, Exterior Coating, Replacement Windows and Doors, Patio Covers, 7/01/2018- 18197 Tenco Construction Company OC Lane 10' x 10' $3,025 Whole House Fans, Air Conditioning and Heating. 8/14/2018 Concrete - Lead Generating Only Tropical/Pirate/Nautical Décor: Tiki masks, signs, pirate 7/01/2018- 18198 Tiki Stop Main Mall 30' x 15' $11,250 statues, windchimes, birds, wood carvings 8/14/2018 7/01/2018- 18199 Timbo's/Mac-Glass Cleaner Anti Fog Glass Cleaner Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18200 Timbo's/Mac-Glass Cleaner Anti Fog Glass Cleaner Country Lane 10' x 15' $3,750 8/14/2018 7/01/2018- 18202 Timbo's/Mac-Licorice Licorice Ropes Festival of Products 20' x 10' $8,000 8/14/2018 7/01/2018- 18203 Timbo's/Mac-Phone Cord The Best Phone Cord, Power Banks Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18204 Timbo's/Mac-Twisty Board Twisty Board Festival of Products 20' x 10' $7,750 8/14/2018 7/01/2018- 18205 Timbo's/Mac-Seat Cushion Orthopedic Comfort Foam Seat Cushion Carnival of Products 10' x 8' $3,425 8/14/2018 Hotel Comfort Brand Sheet Sets: Bamboo or Cotton 7/01/2018- 18206 Timbo's/Mac-Sheets Microfiber; Hotel Comfort Brand Pillows: Memory Foam Festival of Products 20' x 10' $9,550 8/14/2018 with Bamboo Covers Hotel Comfort Brand Sheet Sets: Bamboo or Cotton 7/01/2018- 18207 Timbo's/Mac-Sheets Microfiber; Hotel Comfort Brand Pillows: Memory Foam Carnival of Products 20' x 8' $6,850 8/14/2018 with Bamboo Covers 7/01/2018- 18208 Timbo's/Mac-Shoe Cleaner Shoe Cleaner Demonstrations; Shoe Cleaner Kits Festival of Products 20' x 10' $7,750 8/14/2018 Titanium cookware (pots and pans), silicone utensils and 7/01/2018- 18209 Titanium Exclusive Cookware Festival of Products 20' x 10' $7,750 flatware; and anti tarnish cleaner. 8/14/2018 Women's Cothing: Dresses, Skirts, Tops, Tank Tops, 7/01/2018- 18210 Today's Fashion Parade of Products 20' x 15' $9,050 Pants, Shorts. Accessories: Jewelry, Clutches, Hats. 8/14/2018 Traeger: Pellet Grills, Pellets, Grill Accessories, Covers, 7/01/2018- 18211 Traeger Pellet Grills Festival of Products 20' x 10' $7,750 Rub and Spices 8/14/2018

Page 10 of 11 OC FAIR & EVENT CENTER COMMERCIAL RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT

18214 On hold Ultimate Visions health oriented eyewear: Sunglasses, Bi- 7/01/2018- 18216 Ultimate Visions Country Lane 20' x 20' $9,235 Focal Sunglasses, Polarized Sunglasses, Reading 8/14/2018 The Uncommon Telescoping Flagpole, Flags, Banners, 7/01/2018- 18217 Uncommon USA, Inc. dba Uncommon USA Flagpoles Military and State Windsocks, Weathervanes,Military Parade of Products 30' x 15' $13,575 8/14/2018 Spinners, Light Kits and Mailboxes. 7/01/2018- 18218 Versa Products Smart Living Steam Mop and Steam Jr. Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18219 Visions Bedrooms and Swings Sunset Brand Outdoor Swings Memorial Way 30' x 20' $13,200 8/14/2018 Mission Bedroom Sets; Adjustable Beds; No Mattress 7/01/2018- 18220 Visions Bedrooms and Swings-Bedroom Carnival of Products 20' x 8' $6,850 Sales 8/14/2018 7/01/2018- 18222 West Coast Innovations International LLC-Bra Bra Varo: The Seamless and Backless Bra Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18223 West Coast Innovations International LLC-Cooler Briza Personal Air Cooler Carnival of Products 20' x 8' $8,000 8/14/2018 7/01/2018- 18224 West Coast Innovations International LLC-Flat Stacks Flat Stacks Collapsible Containers Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18225 West Coast Innovations International LLC-Humidew Humidew - Cool Mist Humidifier Carnival of Products 20' x 8' $6,850 8/14/2018 7/01/2018- 18226 West Coast Innovations International LLC-Brush 2-in-1 Knife and Cutting Board Kitchen Tool Carnival of Products 10' x 8' $3,425 8/14/2018 7/01/2018- 18227 West Coast Innovations International LLC-Showerhead The Ultimate Showerhead Carnival of Products 20' x 8' $6,850 8/14/2018 Sports Memorabilia: Plaques, Cards, Caps, Shakers, 7/01/2018- 18229 Wildpitch Sportscards dba Plaque It Up Stickers, Framed Cards, Photos, Autographs, Lanyards, Country Lane 20' x 15' $7,375 8/14/2018 Novelties. Hawaiian/beach clothing for women, men and kids: dresses, skirts, sarongs, tops and shirts. Tropical flower 7/01/2018- 18231 Xpressionline Midway Avenue 10' x 10' $3,025 and shell accessories: necklaces, bracelets, rings, 8/14/2018 headbands and hair clips. Modern & Vintage Patriotic and Military Support Items: Yellow Ribbons, Pins, Decals, Magnets, Handbags, 7/01/2018- 18232 Yellow Ribbon America Livestock Lane 10' x 10' $3,025 Backpacks, Shirts, Hats, Scarves, Keychains, Patches, 8/14/2018 Jackets, Bags, Pictures. 7/01/2018- 18233 Young Hee's Shop Aquatix Insulated Water Bottles Carnival of Products 10' x 8' $3,725 8/14/2018

Page 11 of 11 OC FAIR & EVENT CENTER CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # Australian Battered Potatoes, Cheese, Sweet Chili 18500 Australian Battered Potatoes LLC Topping, Ranch Dressing, Spicy Chipotle, Sour Cream, Main Mall 7/1/2018-8/14/2018 25' x 20' $4,500 Bacon Pieces, Soft Drinks, Water

18501 Backyard BBQ Village, Inc.-Cart Aqua Frescas, Chamoyadas Plaza Pacifica 7/1/2018-8/14/2018 10' x 8' $750

18502 Backyard BBQ Village, Inc.-Cart Aqua Frescas, Chamoyadas Fair Square 7/1/2018-8/14/2018 10' x 8' $750

Special Chicken Combos with Fries and Small Ddrink: Pan Fried Chicken, Wings, Sandwich, Kabob, Fajitas; Dinners with Fries and Coleslaw: BBQ Ribs, 1/2 BBQ Chicken, 1/4 Pan Fried Chicken; Combo Meal with fries: 1/2 BBQ Chicken, 1/4 Pan Fried Chicken, Chicken Strip Basket, BBQ Hot Wings, Kid's Meal-Chicken Strips; Sandwiches: 18503 Backyard BBQ Village, Inc.-Chicken Livestock Lane 7/1/2018-8/14/2018 64' x 12' $2,500 BBQ Chicken, Boneless Rib; A La Carte: 1/2 BBQ Chicken, 1/4 Pan Fried Chicken, Ribs (5 pieces), Kabob (Chicken), Fajitas, Fried Zucchini, Onion Rings, Ranch Fries, Curly Fries, Corn on the Cob; Side Orders: Tortillas and Salsa, Coleslaw; Beverages: Soft Drinks, Lemonade and Bottled Water Specialty Nachos: Buffalo, Pulled Pork, Mole, Southwestern, Chicken Teriyaki, BBQ Chicken, Dorito Loco, Florentine: Esquites (corn in a cup), Kid's Meal (Bean 18505 Backyard BBQ Village, Inc.-Nachos Main Mall 7/1/2018-8/14/2018 40' x 12' $2,500 and Cheese Nachos and Small Drink; Special Combo includes Specialty Nachos, Esquite and a Small Drink; Beverages: Sodas, Lemonade and Bottled Water. Special Combos: Pan Fried Chicken, Chicken Wings, Asada Fries, Chicken Sandwich, Philly Sandwich, Chicken Kabob with Fries and Small Drink; Dinners: BBQ Ribs, 1/2 BBQ Chicken, 1/4 Pan Fried Chicken with Fries and Coleslaw; Combo Meals: 1/2 BBQ Chicken, 1/4 Pan Fried Chicken, Chicken Strip Basket, BBQ Hot Wings, Philly 18506 Backyard BBQ Village, Inc.-Philly Livestock Lane 7/1/2018-8/14/2018 25' x 12' $5,200 Sandwich, Kid's Meal Chicken Strips and Fries; Sandwiches: Philly Steak and BBQ Chicken; A La Carte: 1/2 BBQ Chicken; 1/4 Pan Fried Chicken, Chicken on a Stick, Ribs (5 pieces), Chicken Kabob, Fajitas, Fried Zucchini, Onion RIngs, Asada Fries, Curly ries, Ranch Fries, Corn on the Cob. Country 18507 Backyard BBQ Village, Inc.-Water Bottled Water, Gatorade, Bottled Soda, Popsicles 7/1/2018-8/14/2018 10' x 8' $750 Meadows 18508 Backyard BBQ Village, Inc.-Water Bottled Water, Gatorade, Bottled Soda, Popsicles Main Mall 7/1/2018-8/14/2018 10' x 8' $750

18509 Backyard BBQ Village, Inc.-Water Bottled Water, Gatorade, Bottled Soda, Popsicles Livestock Lane 7/1/2018-8/14/2018 10' x 8' $750

Page 1 of 4 OC FAIR & EVENT CENTER CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # 18510 Backyard BBQ Village, Inc.-Water Bottled Water, Gatorade, Bottled Soda, Popsicles Green Gate 7/1/2018-8/14/2018 10' x 8' $750

18511 Backyard BBQ Village, Inc.-Water Bottled Water, Gatorade, Bottled Soda, Popsicles Centennial Farm 7/1/2018-8/14/2018 10' x 8' $750 Popcorn, cotton candy, caramel & candy apples, licorice 18512 Brander Enterprises, Inc.-Candyland ropes,bacon nachos, deep fried Reeses & Snickers, apple Park Plaza 7/1/2018-8/14/2018 38'x26' $2,500 slices, sno cones, shave ice, water, sodas mini donuts, plain, topped with chocolate or strawberry topping or sundae in the middle; deep fried Snickers or Reese's big cup; deep fried Gansito; cold and hot drinks: 18513 Brander Enterprises, Inc.-Mini Donuts coffee, tea, cappuccino, lemonade, sodas and water; soft Centennial Way 7/1/2018-8/14/2018 24'x26' $2,500 serve ice cream: floats, shakes, sundaes, dipped bananas milk, juices, tea, coffee, smoothies, frozen bananas, cotton candy, banana split Texas donuts; ice cream, floats, shakes, frozen bananas, cotton candy, banana split, deep fried Gansito, deep fried 18514 Brander Enterprises, Inc.-Texas Donuts Main Mall 7/1/2018-8/14/2018 38'x24' $6,200 Snickers; hot and cold drinks: milk, juices, tea, coffee, smoothies, sodas, lemonade and water Fish & Chips, Beer Battered Shrimp & Chips, Fried Clams & Chips, Calamari & Chips, Popcorn Shrimp & Chips, Fish Country 18515 C&C Concessions, Inc.-Fish 7/1/2018-8/14/2018 25' x 25' $3,400 Taco Shrimp Taco, Fries, Onion Rings Hush Puppies, Pico Meadows Slaw, soft drinks, lemonade,water. BBQ sandwich:tri tip, pork, chicken, beef clod, deep fried hamburgers, pork chop sandwich, deep fried hot dog, fries, Country 18516 C&C Concessions, Inc.-The Ranch sweet potato fries, onion rings, pork chop on a stick, 7/1/2018-8/14/2018 60' x 30' $2,500 Meadows chicken tenders, beans, fried dill pickles, ranch dressing, soft drinks, lemonade, coffee, bottled water. Chocolate Chip Cookies: Bucket or Sleeve; Milk, Hot 18517 Cathy's Cookies Memorial Way 7/1/2018-8/14/2018 30'x20' $2,500 Chocolate, Coffee, Soft Drinks, Bottled Water Beef kabobs, Frybq ribs; Chicken kabobs, Broasted chicken, Krispy Kream sandwich, deep fried: chicken strips, 18518 Chicken Charlie's Enterprises veggies, Doritos, frog legs, Klondike Bar, Kool-Aid, Oreos, Family Fair Way 7/1/2018-8/14/2018 38' x 28' $9,050 Pickles, Twinkies; french fries, onion strings, zucchini curls, Hummus, Pita bread, lemonade and sodas

Totally fried Krispy Kream chicken sandwich,beef & chick. Kabobs, fried chick. Strips, Onion strings, chick. waffles, zucchini curls, waffles, Pita bread, hummus, rotisserie 18519 Chicken Charlie's Enterprises Main Mall 7/1/2018-8/14/2018 40' x 25' $2,500 chicken,deep fried Doritos, frog legs, Klondike bar, Kool- aid, pickles,Oreo, pickles, ravioli, S'mores, Twinkies, White Castle, zucchini weenie, drinks, water

Page 2 of 4 OC FAIR & EVENT CENTER CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # Maui Chicken, Naked Shrimp, Bacon Wrapped Shrimp, Shrimp with Pineapple Sauce, Maui Chicken Sliders, Chicken Charlie's Enterprises-Pineapple 18520 Lobster on a Stick, Calamari, Fried Pineapple with Main Mall 7/1/2018-8/14/2018 30'x20' $2,500 Express Coconut, Pineapple Cup, Fries, Rice, Coleslaw, Soft Drinks, Lemonade, Bottled Water. Chuckwagon dba Chuck Dugan 18521 Beer South Lawn 7/1/2018-8/14/2018 18' x 15' $2,500 Concessions-Beer BBQ dinners: brisket, pork rib, chicken, sandwich: chopped pork , chicken breast, brisket, sausage, rib basket, rib slab, whole brisket, hot dog, chili dog, macaroni & cheese, Chuckwagon dba Chuck Dugan 18522 cornbread, coleslaw, rangeburger,rangeburger combo,BBQ Fair Square 7/1/2018-8/14/2018 57' x 25' $5,950 Concessions-Chuckwagon & Corn beef or pork sundae, rice, stew, waffle value meal, family plates,fries,cobbler,hog fries, kids meal, grilled corn, drinks, beans, chili

Fresh Frys, Ranch Frys, Chili Frys, Cheese Frys, Chili Chuckwagon dba Chuck Dugan Cheese Frys, Blooming Onion, Yammys, Cinnamon Sugar 18523 Family Fair Way 7/1/2018-8/14/2018 25' x 9' $2,500 Concessions-Fresh Frys Yammys, Marshmellow Yammies, soft drinks and bottled water Chuckwagon dba Chuck Dugan 18524 Ice Lot B 7/1/2018-8/14/2018 20' x 48' $1,500 Concessions-Ice BBQ Sandwiches: brisket,sausage, chopped pork, Sundae: Chuckwagon dba Chuck Dugan pork , beef, rib basket, rib slab, waffle fries, value meal, 18525 Family Fair Way 7/1/2018-8/14/2018 30' x 9' $2,500 Concessions-Texas Style BBQ ranch dressing, whole brisket, slab of pork ribs, soft drinks, bottled water. BBQ dinners: rib, brisket, chicken, grilled pork chop Sandwiches: chopped pork, brisket, chicken breast, pork Chuckwagon dba Chuck Dugan chops, ribs, bbq beef or pork sundae, burger, burger 18526 Fair Square 7/1/2018-8/14/2018 30' x 20' $2,500 Concessions-Wild Hog BBQ combo, hot dog, kids meal, value meal, waffle fries, hog fries, beans, macaroni & cheese, slaw, cornbread, grilled corn and drinks. 18527 Crutchfield's Fish & Chips-Beer Beer Centennial Way 7/1/2018-8/14/2018 35' x 35' $3,400 Cinnamon Rolls with or without toppings; Beverages: D&D Country Fair Cinnamon Rolls- 18528 Mocha Coffee, Coffee, Hot Chocolate, Hot Tea, Milk, Soft Livestock Lane 7/1/2018-8/14/2018 20' x 20' $5,250 Cinnamon Rolls Drinks, Lemonade, Iced Tea and Bottled Water. D&D Country Fair Cinnamon Rolls-Shaved 18529 Sno-cones, Shaved Ice. Livestock Lane 7/1/2018-8/14/2018 20' x 20' $2,500 Ice Smoothies; Unicorn Pineapple Bomb, Unicorn Freeze, Pina D&D Country Fair Cinnamon Rolls- Colada Smoothie Bomb; Beverages: Frozen Coffee Drinks, 18530 Livestock Lane 7/1/2018-8/14/2018 20' x 20' $2,500 Smoothies Mocha Coffee, Hot Tea, Hot Chocolate, Soft Drinks, Lemonade, Iced Tea and Bottled Water.

Page 3 of 4 OC FAIR & EVENT CENTER CONCESSION RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2017 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # Hawaiian Chicken Bowls: Tiki Bowl, Luau Bowl, Orange Destroy Productions dba Hawaiian Chicken Bowl, Teriyaki Steak Bowl, Veggie Lover's, Coconut Shrimp 18531 Park Plaza 7/1/2018-8/14/2018 20' x 30' $2,750 Bowls Bowl; Pineapple Upside Down Cake, Soft Drinks and Bottled Water. 18532 Don Crutchfield Concessions Corndogs, cheese on a stick, lemonade and water Centennial Way 7/1/2018-8/14/2018 20' x 30' $2,750

18533 Don Crutchfield Concessions Corndogs, cheese on a stick, lemonade and water Livestock Lane 7/1/2018-8/14/2018 20' x 30' $3,400

18534 Don Crutchfield Concessions Corndogs, cheese on a stick, lemonade and water Main Mall 7/1/2018-8/14/2018 20' x 30' $2,500

18535 Duggan's Concessions dba Orange Julius Julius drinks, chili dogs, hot dogs Country Lane 7/1/2018-8/14/2018 24' x 20' $3,400

18536 Event Food Services U.S.A., Inc. ICEE, hot dogs, chili hot dog, Frito boat, water Midway Ave 7/1/2018-8/14/2018 16' x 16' $2,500

18537 Event Food Services U.S.A., Inc. ICEE, hot dogs,chili hot dog, Frito boat, water Family Fair Way 7/1/2018-8/14/2018 16' x 16' $3,400 Pink's Hot Dogs, bacon burrito dog, variety of fries, Country 18538 Family A Fair, Inc. dba Pink's Hot Dogs 7/1/2018-8/14/2018 35' x 30' $4,550 toppings, sodas Meadows Soft serve Ice Cream and Yogurt: Sundaes, Waffle Cones, Cake Cones, Plain or Dipped; Black and White Sundae, Ice Cream Sandwich, P & J Ice Cream Sundae, Cowpie, Banana Boat, Banana Split, Banana Foster, Frozen Banana, Big Drum, Ice Cream Smores, Strawberry Shortcake (add Ice Cream or Yogurt for additional cost), 18539 Fruit Caboose Concessions Inc. Family Fair Way 7/1/2018-8/14/2018 35' X 14' $5,200 Chocolate Dipped Strawberry Bowl, Cheesecake on a Stick, Caramel Apple Basket, Chocolate Dipped Pickles, Chocolate Dipped Bacon, Old Fashioned Shakes, Floats; Toppings: Nuts or Sprinkles; Beverages: Lemonade/Strawberry Freezes, Soft Drinks, Iced Tea, Lemonade, Milk, Bottled Water. Soft serve Ice Cream and Yogurt: Sundaes, Waffle Cones, Cake Cones, Plain or Dipped; Black and White Sundae, Ice Cream Sandwich, P & J Ice Cream Sundae, Cowpie, Banana Boat, Banana Split, Banana Foster, Frozen Banana, Big Drum, Ice Cream Smores, Strawberry Shortcake (add Ice Cream or Yogurt for additional cost), 18540 Fruit Caboose Concessions Inc. Main Mall 7/1/2018-8/14/2018 35' x 14' $2,500 Chicolate Dipped Strawberry Bowl, Cheesecake on a Stick, Caramel Apple Basket, Chocolate Dipped Pickles, Chocolate Dipped Bacon, Old Fashioned Shakes, Floats; Toppings: Nuts or Sprinkles; Beverages: Lemonade/Strawberry Freezes, Soft Drinks, Iced Tea, Lemonade, Milk, Bottled Water. Fun Time Foods, LLC dba Mom's Chocolate Chip Cookies, Fifty-Fifty Brownies, Ice Cream Festival of 18541 7/1/2018-8/14/2018 20' X 10' $4,300 Bakeshoppe Cookie Sandwich, Coffee, Milk, Bottled Water Products

Page 4 of 4 OC FAIR & EVENT CENTER INDEPENDENT AMUSEMENT RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2018

CONTRACT # CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT Fair Square, Strollers, Wagons, Wheelchairs, Electric Scooters, Family Fair 18647 Vista Mobility, Inc. 7/1/2018-8/14/2018 30' x 10' $14,100 Lockers Way, Livestock Lane

Page 1 of 1 OC FAIR & EVENT CENTER PLATINUM RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2018 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # Window Replacement, Exterior Coating, Roofing - Lead 7/01/2018- 18700 360 Remodeling, Inc. Platinum Corner 10'x8' $8,000.00 Generating Only 8/14/2018 Platinum Corner; 7/01/2018- 18703 All About Dips All Natural gourmet dips and dessert mixes 10' x 8'; 10' x 8' $11,425 Commercial Inline 8/14/2018 Roadside Assistance Membership Sales; 7/01/2018- 18704 Automobile Club of Southern California Platinum Corner 10' x 15' $15,000 Auto/Home/Boat/Life Insurance-Lead Generating Only 8/14/2018 7/01/2018- 40' x 20', 20' x 12', 18705 Champagne Spas, Inc. Jacuzzi Hot Tubs Platinum Space $42,500 8/14/2018 40' x 20' Tuff Spas, Swim Spas, Power Pool, Elite Spas, Maax 7/01/2018- 18707 Custom Spas Direct LLC Platinum Space 30' x 20'; 50' x 30' $52,500 Spas, Vita Spas, Cal Cooperage, LA Spas 8/14/2018 Touch of Mink skin care products: Cleansing Bars, Cleansers, Facial Scrub, Body Wash, Mink Oils, Therapy Dermac Manufacturing, Inc. dba Touch of Platinum Corner; 7/01/2018- 18708 Lotions, Creams, Sunblock, Lip Saver, Shampoo, Body 30' x 8' $14,850 Mink Commercial Inline 8/14/2018 Mist, Body Stone, Hand Sanitizer, Minksheen Pet Shampoo. All are available in gift packs. Dish Network TV Services; DISH Video Service, DISH 7/01/2018- 18709 DISH Network Internet Service; Hopper & Joey DVRs; Tailgater & Platinum Corner 20' x 8' $16,000 8/14/2018 Pathway X2 - portable satellite antennas, HopperGo 7/01/2018- 18710 Eagle Industrial Group Inc. dba SafeRacks Overhead Garage Storage Racks Platinum Corner 10' x 8' $8,000 8/14/2018 Replacement Windows, Attic and Wall Insulation, Cool Wall 7/01/2018- 18711 Elite Home Energy Platinum Corner 10' x 10', 10' x 8' $18,000 Paint, HVAC; Safety Tubs 8/14/2018 Versha Paris: Hair Straightner, Curling Irons, Hair Platinum Corner; 7/01/2018- 18712 Encore Ginal Inc. Extensions, Shampoos, Conditioner; Wooden Cell Phone 16' x 10'; 10' x 8' $24,000 Platinum Corner 8/14/2018 Cases 7/01/2018- 18713 Euroshine USA, Inc. Euro Scooters Platinum Corner 10' X 15' $15,000 8/14/2018 7/01/2018- 18715 Great Destinations, Inc. Vacation Time Shares-Lead Generating Only Platinum Corner 10' x 8' $8,000 8/14/2018 Infinite Creative Enterprises, Inc. dba Infinity 7/01/2018- 18717 Infinity Therapeutic Massage Chairs Platinum Space 10' x 15' $15,000 Massage Chairs 8/14/2018 7/01/2018- 18718 Kaleo Marketing LLC Vacation Clubs Lead Generating Only Platinum Corner 10x10, 10x8 $18,000 8/14/2018 Granite Kitchen Remodeling: engineered granite overlay, Platinum Corner; 7/01/2018- 18719 Lumaro, Inc. dba Granite Transformations 10' x 8', 10'x8' $11,425 cabinet refacing, mosaics, granite sinks Commercial Inline 8/14/2018 Mattresses, Bases, Frames, Linens, Pillows, Mattress and 16'x20', 20'X20', 16' Pillow Protectors, Head Boards, End Tables, Extended Platinum Corner; 7/01/2018- 18720 Mattress Firm, Inc. X 10', 20'x10', $145,500 Warranties, Massage Chairs; Beachcomber Hot tubs/spas; Platinum Space 8/14/2018 30'x50' SpaBerry hot tubs/spas. Platinum Corner; 7/01/2018- 18721 Multinational Enterprises Casada Back Massager 10' x 8' ; 10' x 8' $13,525 Commercial Inline 8/14/2018 Non-Surgical Spinal Decompression Therapy and 7/01/2018- 18722 Non-Surgical Spine Care Center Platinum Corner 20' x 8' $16,000 Neuropathy; Lead Generating Only 8/14/2018

Page 1 of 2 OC FAIR & EVENT CENTER PLATINUM RENTAL AGREEMENTS FOR BOARD APPROVAL APRIL 2018 CONTRACT CONTRACTOR DESCRIPTION LOCATION TERM SPACE SIZE AMOUNT # 7/01/2018- 18723 Reborn Cabinets, Inc. Kitchen & bathroom remodeling service Platinum Corner 20x8, 10x8 $24,000 8/14/2018 Interlocking Pavers, Rustic Walls, LCD Lights - Lead 7/01/2018- 18724 Renaissance Paving Platinum Corner 10' x 8' $8,000 Generating Only 8/14/2018 Andersen Windows, Andersen Doors - Lead Generating 7/01/2018- 18725 Renewal by Andersen of Orange County Platinum Corner 20' x 10' $20,000 Only 8/14/2018 7/01/2018- 18726 Resort Vacations, Inc. Vacation Ownership - Lead Generating Only Platinum Space 20' x 10'; 15'x10' $15,000 8/14/2018 RussianSouvenirs: nesting dolls,Santa, ornaments, lacquer Platinum Corner; 7/01/2018- 18727 Russian Souvenirs Inc. boxes, Faberge style eggs, Amber jewelry, hand painted 30' x 8' $14,850 Commercial Inline 8/14/2018 jewelry. Platinum Corner, 7/01/2018- 18729 Sharepac, Inc. Pearl White Teeth Whitening, Hotel Life Bed Sheets 16x10,20x10 $36,000 Platinum Inline 8/14/2018 7/01/2018- 18730 So Relax California, Inc. Chinese Chair Massage Platinum Corner 20' x 15' $30,000 8/14/2018 Soleil Communications, Inc., a wholly- Promotion of Welk Resort Properties - Lead Generating 7/01/2018- 20'x10'; 20'x10'; 18731 Platinum Space $65,000 owned subsidiary of Welk Resort Group, Only 8/14/2018 10'x10'; 30'x5' South Orange County Community College Saddleback College Brochures and Promotional Items; 7/01/2018- 18732 Platinum Corner 10' x 8' $8,000 District dba Saddleback College Lead Generating Only 8/14/2018 Platinum Corner; 7/01/2018- 18733 Sunshine Kitchen Products Ceramic Pans, Magnetic Blocks 20' x 8' $11,425 Commercial Inline 8/14/2018 7/01/2018- 18734 Thien Dinh Tran Bamboo Pillows; Surfboard Table Platinum Corner 10'x8' $8,000 8/14/2018 Ceramic Garlic Graters, Herb Mills, Ceramic Bowls, Platinum Corner; 7/01/2018- 18736 West Coast Innovations International LLC Ceramic Garlic Keepers, Ceramic Olive Dish and French 10' x 8'; 10'x8' $11,425 Commercial Inline 8/14/2018 Tablecloths.

Page 2 of 2 OC FAIR & EVENT CENTER JUDGING AGREEMENTS FOR BOARD APPROVAL APRIL 2018 NOT TO EXCEED CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT EXPENSE AMOUNT GF-032-18 Mary Platis Judging Extra Virgin Olive Oil Divisions Fair 3/28/2018 $150

GF-0323-18 Lynette MacDonald Judging Extra Virgin Olive Oil Divisions Fair 3/29/2018 $151

GF-034-18 Tom Dunn Judging Extra Virgin Olive Oil Divisions Fair 3/30/2018 $152

GF-035-18 Sue Robers Judging Extra Virgin Olive Oil Divisions Fair 3/31/2018 $153

GF-036-18 David Scholder Judging Extra Virgin Olive Oil Divisions Fair 4/1/2018 $154

GF-037-18 Paola Costa Judging Extra Virgin Olive Oil Divisions Fair 4/2/2018 $155

Page 1 of 1

Board of Directors Agenda Report MEETING DATE: APRIL 26, 2018 ITEM NUMBER: 9A

SUBJECT: Committee / Task Force / Liaison Reports

DATE: April 20, 2018

FROM: Barbara Bagneris, Board Chair

PRESENTATION BY: Barbara Bagneris, Board Chair ______

RECOMMENDATION

Information item only.

BACKGROUND

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

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

Board of Directors Agenda Report MEETING DATE: APRIL 26, 2018 ITEM NUMBER: 9B

SUBJECT: July and August Board of Directors Meetings

DATE: April 20, 2018

FROM: Barbara Bagneris, Board Chair

PRESENTATION BY: Barbara Bagneris, Board Chair ______

RECOMMENDATION

Review and approve the amended version of Article II, Section 3 of the 32nd District Agricultural Association Bylaws to include: The District hosts the annual OC Fair from mid-July to mid-August, as such no Board meeting will be held the months of July and August.

BACKGROUND

The annual OC Fair runs 23 days, spanning mid-July to mid-August. It has become common practice to cancel the July and August Board of Directors meetings due to the annual OC Fair.

Article II, Section 3 of the 32nd District Agricultural Association the Bylaws currently reads:

Section 3: Regular Meetings: Regular meetings of the Board will be held monthly on the fourth Thursday or at the discretion of the Board Chair, for no less than 8 months per year, with the exception of the November meeting which will be held on the third Thursday or at the discretion of the Board Chair. The December regular meeting date will remain at the Board Chair’s discretion. The Board may provide by resolution the time and place, within the County of Orange, State of California, for an alternate location for the holding of its regular meetings. All meetings shall be noticed in accordance with all applicable statutes, codes, and regulations.

It is the Board Chair’s recommendation to amend Article II, Section 3 of the 32nd District Agricultural Association the Bylaws to read:

Section 3: Regular Meetings: Regular meetings of the Board will be held monthly on the fourth Thursday or at the discretion of the Board Chair, for no less than 8 months per year, with the exception of the November meeting which will be held on the third Thursday or at the discretion of the Board Chair. The December regular meeting date will remain at the Board Chair’s discretion. The District hosts the annual OC Fair from mid-July to mid-August, as such no Board meeting will be held the months of July and August. The Board may provide by resolution the time and place, within the County of Orange, State of California, for an alternate location for the holding of its regular meetings. All meetings shall be noticed in accordance with all applicable statutes, codes, and regulations.

Board of Directors Agenda Report MEETING DATE: APRIL 26, 2018 ITEM NUMBER: 9C

SUBJECT: Centennial Farm Foundation Memorandum of Understanding (MOU)

DATE: April 20, 2018

FROM: Kathy Kramer, CEO

PRESENTATION BY: Michele Richards, VP Business Development ______

RECOMMENDATION

At the Board of Directors’ discretion.

BACKGROUND

The Centennial Farm Foundation (CFF) has signed the Memorandum of Understanding (MOU) between CFF and OC Fair & Event Center. The Foundation agreed to the changes requested by the Fair Board, but requested the following language with regard to the use of space at the Silo Building at Centennial Farm:

4a. District’s Obligations viii. District will provide Foundation with the following:

 space to conduct monthly Foundation meetings in the Silo Building located at District’s Centennial Farm or another appropriate location on District's grounds. The Foundation’s use of meeting space owned by District shall serve a public purpose, including promoting the mission of District in celebrating the communities, interests, agriculture and heritage of Orange County;  reasonable space to store Foundation archives and records.

In addition, the Centennial Farm Foundation removed the minimum annual contribution of $45,000 from the MOU signed by the Foundation president, but included the following statement instead:

4b. Foundation’s Obligations: ii. The Foundation acknowledges that its function is to pursue funds for new or improved facilities for Centennial Farm, and for the ongoing financing for operations and maintenance of Centennial Farm. The Foundation will strive to create an environment conducive to maintaining and increasing levels of private support for the mission and priorities of the Foundation’s purpose. Foundation agrees to consider periodic and/or annual financial contributions for operational expenses of Centennial Farm including, but not limited to, educational materials, farm supplies, and exhibit components.

Note: The Heroes Hall Veterans Foundation fully executed MOU includes a mutually agreed upon annual contribution to Heroes Hall of $45,000. The Board’s intent was for both Foundation MOUs to include substantially the same obligations.

A copy of the Centennial Farm Foundation’s signed MOU is attached to this staff report.

Board of Directors Agenda Report MEETING DATE: APRIL 26, 2018 ITEM NUMBER: 9D

SUBJECT: Draft Master Site Plan Concept Workshop

DATE: April 20, 2018

FROM: Kathy Kramer, CEO

PRESENTATION BY: Johnson Consulting, Master Site Plan Task Force and Staff ______

RECOMMENDATION

At the Board of Directors’ discretion.

BACKGROUND

For the past year and a half, OC Fair & Event Center has been gathering input on the Master Site Plan and the latest draft concept is the result of that work. This Draft Master Site Plan Concept is a culmination of all the information gathered during several Stakeholder meetings and at previous Board of Directors’ workshops. The team was given direction by the Board of Directors to bring back what was shown as a “bold” concept with items addressed to include the following:

 No negative impact on the annual fair  Engage the OC Marketplace ownership on proposed changes  Review parking and engage Orange Coast College in parking opportunities  Ensure education facility needs are reviewed  Re-visit community opportunities  Review Equestrian Center and Equine opportunities

Master Site Plan (MSP) Process Milestones to date:

 Early to mid-2016 developed a Request for Proposal (RFP) to find a Master Site Planning (MSP) consultant  Awarded a consulting contract to Johnson Consulting November 2016  First quarter of 2017 information gathering  January 2017 OCFEC Board of Directors stakeholder meeting  March 2017 OCFEC staff stakeholder meeting  April 2017 on grounds partners stakeholder meeting  May 2017 facility users stakeholder meeting  June 2017 Community partners stakeholder meeting  June 2017 Town Hall public meeting  September Board of Directors workshop  Late 2017 early 2018 Develop CEQA consultant RFP

Next steps:

1. April 2018 Board of Directors workshop. Board of Directors to work towards finalizing draft MSP concept 2. April 2018 award CEQA consultant contract 3. Date, TBD, (Evening, May 2018) hold public meeting to present the draft MSP concept 4. Over the next several months work through the CEQA process

Click here to view the Draft Master Site Plan Concept Materials posted on the OCFEC website at www.ocfair.com/public-information/master-plan/