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NOTICE OF MEETING

The 22nd DAA Board of Directors meeting is scheduled for Tuesday, May 23, 2017 at 1:30 p.m., Board Room, Del Mar Fairgrounds, 2260 Jimmy Durante Blvd., Del Mar, , to consider the attached agenda.

22nd District Agricultural Association Board of Directors

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

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

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

DEL MAR FAIRGROUNDS BOARD OF DIRECTORS MEETING MAY 23, 2017, 1:30 p.m. AGENDA

Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the General Manager, (858) 755-1161, at least five working days prior to the meeting to insure the proper arrangements can be made.

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

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

I. CALL TO ORDER – PRESIDENT RUSS PENNIMAN

II. ROLL CALL

III. CONSENT CALENDAR

The items on the Consent Calendar will be enacted in accordance with recommended action under one motion unless trailed from the Consent Calendar by the Board. Any member wishing to trail an item from the Consent Calendar should notify the General Manager prior to the meeting. Trailed items will be considered after the motion to approve the Consent Calendar. Page: A. Minutes, Regular Meeting, April 11, 2017 5-8 B. Out of State Travel 9 C. 2017 County Fair Exhibits Judges & Volunteer Agreements 10-11 D. 2017 San Diego County Fair Midway Ride Agreement 12 E. Sponsorship Agreements 13 F. Contract Approvals 14 G. Insurance Renewals 15-19

IV. MANAGER’S REPORT 20 The Board may take approval action on the Manager’s Report:

A. Events Report (Informational) 21-23 B. Don Diego Scholarship Foundation Report (Informational) 20 C. Good Life Festival (Informational/Action) 20 1. Proposed cannabis event policies (Action Item) 20 D. Notice of Next Board meeting – August 8, 2017 (Informational) 20 E. Other (Informational) ---

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

A. Fair Operations Committee – Frederick Schenk, Chair 24 1. 2017 San Diego County Fair Preview (Informational) 25-28 2. 2017 San Diego County Fair Grandstand Entertainment Contract Approvals (Action Item) 29 3. 2017 San Diego County Fair Grounds Entertainment Contracts (Informational/Action) 30-32

B. DMTC Liaison/Satellite Wagering Committee – Russ Penniman, Chair 33 1. DMTC First Quarter Report (Informational) 34-37 2. State of the Horse Racing Industry (Informational) 33 3. Preview of the 2017 Race Meets (Informational) 33 4. Satellite Wagering Report (Informational) 38-39

C. Contracts/Food & Beverage Committee – Lisa Barkett, Chair 40 1. Premier P & L Statement – March & April 2017 (Informational/Action) 41-2

D. Agriculture/Livestock Committee – Pierre Sleiman, Chair 43 1. A report from the San Diego County Farm Bureau on the commercial production of cannabis (Informational) 43

E. Community Relations Committee - David Watson, Chair 44 1. Meeting with Representatives from Del Mar & Solana Beach (Informational) 44

F. Land Use/Environmental Committee – David Watson, Chair 45 1. Committee Report (Informational) 45

G. SSRP Alternative Uses – Steve Shewmaker, Chair 46 1. Surfside Concert Venue Update (Informational) 2. Request to approve the SSRP Renovation project based on the design presented to the DAA board on April 11, 2017, with a budget not to exceed $13.2 million based on the Spending Plan presented to the DAA board on April 11, 2017, and find that the project is exempt from CEQA per Guidelines section 15301 (remodel of existing facility) and Guidelines section 15061(b)(3) (evidence in the record supports concluding the project will have no impact on the environment), and further direct staff to work with the California Coastal Commission as expeditiously as possible to either obtain an amendment to the facility’s existing Coastal Development Permit or obtain a Coastal staff determination no amendment is required (Action Item). 47-51

H. Horse Show/Horsepark Committee – Russ Penniman, Chair 52 1. 2017 Del Mar National Horse Show Report (Informational) 53-54

I. Finance Committee – Russ Penniman, Chair 55 1. Committee Report (Informational/Action) 55

J. Personnel/Employee Compensation Committee – Steve Shewmaker, Chair 56 1. Committee Report (Informational) 56

K. Government Relations Committee – Steve Shewmaker, Chair 57 1. Committee Report (Informational) 57

L. Legal Committee – Richard Valdez, Chair 58 1. Committee Report (Informational/Action) 58

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

VII. DIRECTORS REQUESTS 59

A. Board Communication (Informational/Action) 60-61

VIII. CLOSED EXECUTIVE SESSIONS (NOT OPEN TO THE PUBLIC) Pursuant to the authority of Government Code section 11126(a), (b), and (e), the Board of Directors will meet in closed executive sessions. The purpose of these executive sessions is: 1. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 22nd District Agricultural Association. 2. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd District Agricultural Association. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. 3. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party. Jose Luis Morales v. 22nd District Agricultural Association, 4th District Court of Appeal, Division 1, Case No. D067247 4. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Gillian Brown v. 22nd District Agricultural Association, United States District Court, Southern District of California, Case No. 15CV2578 5. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Aegis Software, Inc. v. 22nd District Agricultural Association, United States District Court, Southern District of California, Case No. 15CV2956 6. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Arthur Senteno v. 22nd District Agricultural Association, San Diego County Superior Court, Case No. 37-2016-00005557-CU-WT-CTL. 7. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd District Agricultural Association is a party: Sierra Club v. 22nd District Agricultural Association, San Diego County Superior Court, Case No. 37-2011-00091507-CU-TT-CTL.

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

X. DIRECTORS CLOSING COMMENTS

XI. FOR YOUR INFORMATION A. 22nd DAA Financial Statements 62-63 B. Satellite Wagering Operating Statement 64 C. RTA & RTLC Financial Reports 65-66 D. Correspondence ---

XII. ADJOURNMENT

22nd DISTRICT AGRICULTURAL ASSOCIATION Board of Directors Meeting Del Mar Fairgrounds April 11, 2017

MINUTES

The regularly scheduled meeting of the 22nd District Agricultural Association, Board of Directors met in the Boardroom at the Del Mar Fairgrounds on April 11, 2017 at 1:30 p.m.

OFFICERS PRESENT: Russ Penniman, President Stephen Shewmaker, Vice President Tim Fennell, Manager, Secretary-Treasurer

DIRECTORS PRESENT Lisa Barkett, Lee Haydu, Kathlyn Mead, Frederick Schenk, David Watson

DIRECTORS/OFFICERS ABSENCE Pierre Sleiman & Richard Valdez

OTHERS PRESENT Josh Caplan, Deputy Attorney General Phillip Hoos, Deputy Attorney General Gary Reist, Deputy General Manager, 22nd DAA Rita Walz, Chief Financial Officer – 22nd DAA Donna O’Leary, Executive Assistant – 22nd DAA

CALL TO ORDER

President Russ Penniman called the meeting to order at 1:30 p.m. with a quorum present.

ROLL CALL

All Directors were present except for Directors Pierre Sleiman and Richard Valdez who had excused absences and Kathlyn Mead who was running late. Director Mead arrived after the Consent Calendar vote.

CONSENT CALENDAR

Director David Watson moved for approval of Items A through F on the Consent Calendar.

A. Minutes, Regular Meeting, March 14, 2017 B. Out of State Travel C. 2017 San Diego County Fair Potential Vendors D. 2017 San Diego County Fair Exhibits Judges & Volunteer Agreements E. Sponsorship Agreements F. Contract Approvals

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

Page 5

22nd DAA Board Meeting Minutes April 11, 2017 Page two of four

MANAGER’S REPORT Events Report CEO Tim Fennell reviewed the events scheduled for April and May, 2017 as listed on pages 25 through 26A of the Board packet.

Don Diego Scholarship Foundation Executive Director Chana Mannen announced that the Don Diego Gala is on June 22nd and includes, admission, parking, dinner and the Frankie Valli concert. Ms. Mannen also said they have received the most scholarship applications than any previous year.

Insurance Renewals Rita Walz, Chief Financial Officer reported that the insurance renewals have gone out to bid. Ms. Walz will have the premiums ready for approval at the next Board meeting.

COMMITTEE REPORTS

FAIR OPERATIONS – Frederick Schenk, Chair

Items 1 & 2, San Diego County Fair Website and Promotions update will be given at the May meeting.

2017 San Diego County Fair Grandstand Entertainment Contracts Director Frederick Schenk moved for approval of the Grandstand Entertainment contracts as listed on page 28 of the Board packet. Director Kathlyn Mead seconded. Directors Kathlyn Mead, Lee Haydu, Frederick Schenk, Vice President Steve Shewmaker, President Russ Penniman, Directors Lisa Barkett and David Watson were all in favor and the motion carried.

2017 San Diego County Fair Grounds Entertainment Contracts Director Frederick Schenk moved for approval of the Grounds Entertainment contracts as listed on pages 29 through 31 of the Board packet. Director Lee Haydu seconded. Directors Kathlyn Mead, Lee Haydu, Frederick Schenk, Vice President Steve Shewmaker, President Russ Penniman, Directors Lisa Barkett and David Watson were all in favor and the motion carried.

DMTC LIAISON/SATELLITE WAGERING – Russ Penniman, Chair

Satellite Wagering Report George Bradvica, Surfside Race Place Manager referred to the report on pages 33 and 34 of the Board packet. The Diamond Card scanning program is still going on where the computer will randomly pick a Diamond Card member to receive a chance to make a $50 win wager on a horse running at Santa Anita.

DMTC/ Breeders Cup Update Josh Rubinstein, Del Mar Thoroughbred Club, gave a brief industry update. Mr. Rubinstein said that 80% of the Breeder’s Cup tickets have been sold and anticipates that the event will be sold out prior to the opening of the summer meet.

RTA/RTLC COMMITTEE – Richard Valdez, Chair

Report on March 30, 2017 RTA/RTLC meetings President Penniman reviewed the agenda items for the RTA/RTLC meetings on March 30, 2017 as listed on pages 36 through 38 of the Board packet.

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22nd DAA Board Meeting Minutes April 11, 2017 Page three of four

CONTRACTS/FOOD & BEVERAGE – Lisa Barkett, Chair

Premier P & L Statement – February, 2017 Director Lisa Barkett reviewed the P&L statement for February, 2017 included on page 40 of the Board packet.

AGRICULTURE COMMITTEE– Pierre Sleiman, Chair

Committee Report Due to Director Sleiman’s absence there was no report given.

COMMUNITY RELATIONS – David Watson, Chair

Committee Report Director Watson reported that the revised Master Plan and EIR were discussed. It is very important to note that this is not a new document only a revision due to what was mandated as a result of litigation and settlements that were completed in 2013. Director Watson added that the EIR is good for as long as the impacts that were analyzed stay the same. The committee also discussed developing a list of tasks and/or problems that can be solved together on a long term and short term basis.

LAND USE/ENVIRONMENTAL/MASTER PLAN – David Watson, Chair

Committee Report Director Watson said there was nothing to report.

SSRP ALTERNATIVE USES – Steve Shewmaker, Chair

Funding Approval for Phase II, SSRP Design Development Gary Reist, Deputy General Manager, reviewed Phase I of the project included in the Board packet on pages 45 through 64 and described what will take place in Phase II. After discussion, Vice-President Steve Shewmaker moved to accept the results of Phase I and move to Phase II with a not-to-exceed cost of $271,382. Director David Watson seconded. Directors Kathlyn Mead, Lee Haydu, Frederick Schenk, Vice President Steve Shewmaker, President Russ Penniman, Directors Lisa Barkett and David Watson were all in favor and the motion carried.

HORSE SHOW/HORSEPARK COMMITTEE – Russ Penniman, Chair

2017 Del Mar National Horse Show Equestrian Manager, Amy Billburg gave an overview of the upcoming Del Mar National Horse Show that begins on April 18th and the first evening event, “Night of the Horse.”

FINANCE COMMITTEE – Russ Penniman, Chair

Committee Report President Penniman said that during the RTA/RTLC meeting he had the opportunity to present a white paper on the Surfside Race Place project to the Department of Finance, Department of Food and Agriculture and the Department of General Services representatives at the meeting.

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22nd DAA Board Meeting Minutes April 11, 2017 Page four of four

PERSONNEL/EMPLOYEE COMPENSATION – Steve Shewmaker, Chair Vice President Shewmaker said there was nothing to report.

GOVERNMENT RELATIONS – Steve Shewmaker, Chair Vice President Shewmaker said there was nothing new to report.

LEGAL COMMITTEE Nothing to report

PUBLIC COMMENT No public comment

DIRECTORS REQUESTS Nothing to report

CLOSED EXECUTIVE SESSION President Penniman adjourned the Board into Executive Session at 2:23 p.m.

RECONVENE TO OPEN SESSION The public session reconvened at 3:34 p.m. President Penniman said there was nothing to report regarding the pending litigations.

DIRECTORS CLOSING COMMENTS Director Lisa Barkett asked that the Board be given a walkthrough of the Breeders Cup prior to the meet. There was a brief discussion regarding the Breeders Cup that followed.

FOR YOUR INFORMATION

ADJOURNMENT There being no further business to discuss, President Penniman adjourned the meeting at 3:35 p.m.

______Timothy J. Fennell Secretary/Treasurer TJF: dmo –04/11/17

Page 8 OUT OF STATE TRAVEL

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

Merchandise Coordinator Manny Mahajan to attend Source Direct Trade Show, July 30 – August 3, 2017 in Las Vegas, Nevada. To meet with new vendors & buyers in researching new merchandise items for year-round events.

Events Supervisor Dennis Robbins to attend the International Association of Venue Managers (IAVM) Annual conference and trade show, August 6 – 10, 2017 in Nashville, Tennessee.

Merchandise Coordinator Manny Mahajan to attend various trade shows to include: Off Price, Market Trend & Outsource, August 12 -17, 2017 in Las Vegas, Nevada. To meet with new vendors & buyers in researching new merchandise items for Fair time and other events.

Page 9 2017 San Diego County Fair Exhibits Judges & Volunteer Agreements

The Exhibits Department requests Board approval of the following Judging & Volunteer Agreements for the 2017 San Diego County Fair: CONTRACT # NAME CITY/STATE DEPARTMENT AMOUNT 089 Bryson Staley Liberty, NC Livestock $ 1,050.00 090 Tor Sorenson Houstonia,MO Livestock $ 1,050.00 091 Duane Bauck Tuscon, AZ Livestock $ 1,050.00 092 Scott Bice Sebastopol, CA Livestock $ 2,100.00 093 Lisa Shepard Truchas, NM Livestock $ 850.00 094 Rex Tribbet Florence, OR Livestock $ 1,400.00 095 Marc Coleman Hilmar,CA Livestock $ 1,050.00 College 096 Shawn Ramsey Station,TX Livestock $ 2,450.00 Columbia 097 Cody Lamle City,IN Livestock $ 2,450.00 098 Brigham Stewart Washington,KS Livestock $ 2,450.00 San 099 Eddie Holland Antonia,TX Livestock $ 700.00 100 Brendan Kelley Livestock $ 350.00 101 Kari Kelley Livestock $ 350.00 102 Jena Williams Livestock $ 350.00

$15/per head cattle $10/per head sheep, swine, goat 103 John Openshaw Livestock min. $700.00 104 John Heppner Gilroy,CA Livestock $ 500.00 105 Terry Reeder Aptos,CA Livestock $ 500.00 New 106 Chase Austin Braunfels,TX Livestock $ 300.00 107 Robin Bohac El Cajon,CA Livestock $ 75.00 108 Cecilia Julagay Redlands,CA Livestock $ 75.00 109 Howard Wilson San Jacinto,CA Livestock $ 500.00 110 Randy Shumaker Tollhouse,CA Livestock $ 500.00 111 Krystin Baker Lakeside,CA Livestock $ 150.00 112 Chad Lambirth Ramona,CA Livestock $ 150.00 $400.00 plus 113 Shirley Maddox Hemet,CA Livestock mileage $200.00 plus 114 Rose Marie Garner San Diego,CA Livestock mileage 115 Marilyn Sabo Hemet,CA Livestock $ 250.00 116 Abdul Mohamed Imperial,CA Livestock $ 250.00

Page 10 117 David Ross Imperial,CA Livestock $ 250.00 118 Joe Gates Rio Vista,CA Livestock $ 1,000.00 119 Chris Huisman Phoenix,AZ Livestock $ 900.00 121 Tor Sorenson Houstonia,MO Livestock $ 2,100.00 New 122 Chase Austin Braunfels, TX Livestock $ 1,000.00 123 Sherry Nichols El Cajon, CA Volunteers $ 500.00 124 Deanna Sommerville Alpine, CA Volunteers $ 1,000.00 Del Mar Coto de Caza, National 125 Marcella Croopnick CA Horseshow $ 900.00 Del Mar National 126 Linda Bierma El Cajon, CA Horseshow $ 900.00

Page 11 2017 SAN DIEGO COUNTY FAIR MIDWAY RIDE AGREEMENT

Midway ride: The Zipper, cancelled on 5/15/17 and will not be replaced.

Page 12 SPONSORSHIP AGREEMENTS

Staff is requesting Board approval of the following sponsorship agreement for the Contract2017 San #DiegoClient County Fair: Amount Term

17-063 International Housewares, Inc. $95,000 6/2/17 – 7/4/17

Summary: This will be the first year for International Housewares, Inc. They sell a variety of products such as the vibration plate, portable cooler, microwave cookware, spin mop and more. This is a one-year deal.

As of 5/15/17

Page 13 CONTRACT APPROVAL(S) May 2017

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

Standard Agreements

Contract # Contractor Purpose Term Amount

5/22/17 – 5/21/20 $116.700.00 Ride Safety Inspection Services (Initial three year term (Total Contract Value DAA-17-168-82 Coulter Associates, LLC for the Annual San Diego of potential five year Including Option Years County Fair agreement) $194,500.00)

Promotional Banner Installation 5/1/17 – 4/30/20 $72,600.00

& Removal Services for the (Initial three year term (Total Contract Value DAA-17-159-60 The Décor Plan Annual San Diego County Fair of potential five year Including Option Years

& Live Race Meet agreement) $124,000.00)

Extreme Team Rodeo & Fiesta Flying U Rodeo Company, ARN-17-004-52 Del Charro Rodeo during the 6/10/17 – 6/11/17 $118,750.00 Inc. 2017 San Diego County Fair

5/29/17 – 5/28/19 $60,000.00 Sureride Charter, Inc. dba (Initial two year term (Total Contract Value DAA-17-188-29 Supplement Shuttle Bus Services Sun Diego Charter Co. of potential five year Including Option Years agreement) $160,000.00)

Rental, Installation and Staging DAA-17-157-3X R.W.B. Party Props, Inc. of Props for the 2017 San Diego 5/9/17 – 7/5/17 $59,386.20 County Fair

Page 14 Insurance Renewals

Staff has renewed insurance policies effective May 1. Policy periods start on May 1, and go to April 30 of the following year.

Earthquake coverage is paid for by the Race Track Authority. There are still four companies, each sharing a portion of the risk exposure.

The total annual decrease in premium quoted for all policies effective May 1 will be $94,855, comparing premiums at the inception of the policies. The District’s share of this decrease is $89,695. The RTA pays for Earthquake coverage, according to the terms of the Bond Indenture. Premiums will decrease $5,160.

Attached is a summary of coverages, listing the type of coverage, the expiring carrier and premium, the renewing carrier with their AM Best Rating, and the renewal premium. Staff has also provided a premium comparison and summary for the years 2012 to 2017. The AM Best Rating can be described as follows:

The letters indicate the Financial Strength Rating given to that carrier by the AM Best Rating Center. This rating is based on the carrier’s balance sheet strength, operating performance and business profile. An A++ or A+ is Superior, an A or A- is Excellent. The number indicates the financial size category of that carrier. The FSC is designed to provide an indicator of the size of the company and its statutory surplus. The ratings listed on the summary are between X, indicating that the company has an adjusted policyholders surplus of between $500 and $750 Million, and XV, indicating that the company has a surplus of greater than $2 Billion.

Property Insurance/ Business Interruption:

For several years, our real property insurance had been provided to the District and funded by the Fairs and Expositions Fund through the California Fairs Services Authority. Staff was notified in June, 2008 that, effective July 1, 2008, the F & E Fund could no longer afford to offer property coverage to Fairs at no cost to the DAA’s. We compared the quotes from CFSA for pooled coverage for all Fairs to quotes for coverage from private carriers, and the Board of Directors approved the placement of real property insurance with a private carrier. This coverage includes business interruption insurance, which is mandated by the bond covenants to assure the bondholders of payment in the event of property damage.

In 2017 several markets were approached to obtain quotes. Several declined to quote due to the nature of the District’s operations. Others could not compete with the premiums quoted by the incumbent carrier. Our current carrier will renew our policy with a decrease in premium of $500.

Earthquake:

Per the terms of the Bond Indenture, the RTA must have certain insurance coverages in place, in amounts of coverage designated by the Indenture. Business interruption insurance must be in place. However, business interruption as to the peril of earthquake need be maintained only if available on the open market from reputable insurance companies at a reasonable cost. In the event of an earthquake, there is no coverage available for business interruption insurance unless there is a policy in place for the underlying earthquake coverage. Not all buildings are covered. The grandstand, new exhibit halls and administrative buildings, and the main track are covered. Our deductible is 5% of the total value of the building covered under the policy. The carriers did offer to lower that deductible, with the tradeoff being higher premiums. Coverage was bound with existing terms. We may change that deductible in the future.

Page 15 Equipment:

With the new policy period, the five vehicles provided by our sponsor, General Motors, and two motorcycles will no longer be covered under the equipment policy. They will be moved to the business auto policy. Our coverage under the Equipment policy is for physical damage only. We are required to purchase liability insurance for all motorized moving equipment from the State’s pool of insurance through the Office of Risk Management. Premiums decreased $7,677. This is offset in part by an increase in auto premiums of $2,152.

General Liability:

The most favorable quotes for General Liability Insurance of up to $2 Million aggregate came from Scottsdale Insurance Company, our current carrier. Premiums will decrease $15,607 or 8%.

Excess Liability/ Umbrella Coverage:

Although our incumbent carrier came back with the most competitive quote, their premium increased $4,794.

Business Auto:

Two motorcycles used for Security and five vehicles provided by our sponsor General Motors are covered.

Crime Coverage:

This policy will remain with the current carrier, and the premium will increase by $714. In 2016, a $50,000 sublimit for “Social Engineering Fraud Coverage” was added. Social Engineering is “ the intentional misleading of an employee, through misrepresentation of a material fact which is relied upon by an employee, believing it be genuine”. Our deductible will increase from $5,000 to $10,000.

Directors & Officers Liability/ Employment Practices Liability Insurance:

Of all the markets approached, Ace/Westchester (Chubb) came in with the most competitive terms for renewal with a premium of $95,865. This represents a premium increase of $12,695. The second layer of coverage will remain with Hudson Insurance Company.

Cyber Liability:

In 2016, the District secured Cyber Liability insurance to provide coverage for network asset protection, cyber extortion and terrorism, and other forms of multimedia liability. Renewal premiums will increase $1,211.

Workers Compensation:

The most favorable quote for Workers Compensation coverage came from our existing carrier. Our claims experience modification rate for 2017 increased from 79% to 83%. However, the incumbent carrier remained competitive with their quote, and lowered their premiums from the last policy period by almost $90,000. An audit of the District’s payroll is performed by the carrier after the end of each policy year, after which our premium is adjusted based on actual payroll for that policy period.

Page 16 22nd District 2016 and 2017 Schedule of Insurance

Coverage Expiring Premium Expiring Carrier Total Limits Covered Deductible Renewal Premium (Carrier) AM Best’s Rating

Property($197M) $165,500 Affiliated FM Insurance $197,154,002 $10,000; $165,000 (AM Best Rating: A+ XV) $100,000 for Business Interruption

Earthquake ($75M) $78,225.60 Empire Indemnity Insurance Co. $75,000,000 per occ/agg. EQ / EQSL - 5%; $73,065.50 (QBE Specialty) (AM Best Rating: A+ XV) All Other Perils - $25,000 (Gen'l. Sec. Indm. Co.) Lloyd's of London Syndicate #33 (Empire Indemnity) (AM Best Rating: A XV) (Lloyd's) General Security Indemnity Co. of AZ (AM Best Rating: A XV) QBE Specialty Insurance Co. (AM Best Rating: A XIV) Equipment $23,539 Scottsdale Indemnity Company $3,140,988 $5,000 $15,862 (Scottsdale Indm. Co.) (AM Best Rating: A+ XV)

General Liability $212,204 Scottsdale Indemnity Company None - General Aggregate None $196,597 (Scottsdale Indm. Co.) (AM Best Rating: A+ XV) $5,000,000 Prods/ Comp. Ops $1,000,000 Pers. Adv. Inj $1,000,000 Each Occurrence Excluded -Medical Payments

Excess Liability $89,102.88 Navigators Specialty Insurance Company $19,000,000 Underlying limits$93,897.00 /Umbrella ($19M) (AM Best Rating: A XI) (Navigators Ins. Co.)

Business Auto $10,425.00 Scottsdale Indemnity Company $1,000,000 Auto Liability Liability - None; $12,577 (Scottsdale Indm. Co.) (AM Best Rating: A+ XV) $1,000,000 Uninsured Motorist Comprehensive: $1,000; GM Vehicles $5,000 Medical Payments Collision: $1,000: GM Vehicles $150,000 Garagekeepers Legal Liab. Comprehensive: $5,000 owned vehicles Collision: $5,000 owned vehicles GKLL Comprehensive: $250 each auto/ $1,000 Max.; GKLL Collision: $500 each auto Crime $10,011 Federal Insurance Company $500,000 $10,000 for Crime and Social Engineering $11,649 (Federal Insurance) (AM Best Rating: A++ XV) $5,000 all other

D&O/EPLI $83,169.86 Westchester Surplus Lines Ins. Co. $5,000,000 D&O /EPLI; Primary D&O/EPLI : $100,000 D&O; $95,865.35 (Westchester Surplus Lines) (AM Best Rating: A++ XV) $5MM excess of $5MM D&O/EPLI $200,000 EPLI (Hudson Insurance Co.) Hudson Insurance Company Excess D&O/EPLI : Underlying Limits (AM Best Rating: A XV)

Page 17 22nd District 2016 and 2017 Schedule of Insurance

Cyber Liabiity $13,206.06 Lloyd's of London Syndicate #33 $1,000,000 $25,000 $14,416.60 (AM Best Rating: A XV)

Workers Comp. $677,437 National Casualty Company $1,000,000 Bodily Injury by Accident None $589,036 (AM Best Rating: A+ XV) $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 Bodility Injury by Disease Each Employee TOTAL $1,362,820.40 $1,267,965.45

Page 18 Page 19 MANAGER’S REPORT

A. Events Report Informational:

CEO Tim Fennell will review the event schedules for the months of May B. Don& June Diego2017 Scholarship(refer to attached Foundation information). Report Informational:

C. Good Life FestivalDon Diego Fund Director Chana Mannen will provide a verbal report. 1. Proposed cannabis event policies (THIS ITEM HAS BEEN TABLED UNTIL THE MAY 30, 2017 BOARD MEETING)

D. Notice of next Board meetings – May 30, 2017 & August 8, 2017 Informational:

Meeting dates are scheduled to accommodate the 2017 San Diego County Fair and the Del Mar Thoroughbred Club Summer Race Meet. July meeting is waived.

Page 20 EVENTS DEPARTMENT May 2017

DATE: EVENTS: CONTRACT VENUE: AMOUNT:

4/8-5/7 Del Mar National Horse Show (District sponsored) Arena Horse Competition

5/1-12 San Dieguito Union High School District $ 70,125.00 Wyland, Activity Center AP Testing

5/3-4 Del Mar Trade Shows $ 27,100.00 BC & Exhibit M T, Plaza, Seaside Design & Manufacturing Trade Show

5/6 S.D. Nice Guys, Inc. $ 3,400.00 Bing Crosby Fundraiser Auction

5/6 Pug Rescue of S.D. $ 1,700.00 Paddock, 17 Hands Dog Show

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

5/6-7 The Mom Made Market $ 8,400.00 O'Brien Women's Consumer Show

5/6 Solana Beach Schools Foundation $ 2,000.00 Mission Tower School Fundraiser

5/9-15 Showpark Ranch & Coast $ 60,750.00 Horsepark Horse Show Est. Stall: $ 75,210.00

5/11-13 Rusty Barn Promotions Group $ 10,200.00 Bing Crosby Quilt, Craft & Sewing Festival

5/12-13 Queen Bee Market $ 7,400.00 Wyland Handmade Market Consumer Show

5/12 Simpson, Alan $ 650.00 Paddock Tavern, Turf Courtyard Wedding & Reception

5/13 Del Mar Mud Run, LLC $ 10,000.00 Arena Athletic Competition

5/13 Kisting, Kelly $ 2,975.00 Paddock, Turf Courtyard Wedding & Reception

5/17 L.A. County Fair $ 12,615.28 Stables, Lower GA, Racetrack Horse Auction

5/17 Region One Arabian Horse show $ 18,486.00 Arena Horse Show

5/18-22 Sun & Surf Qtr. Horse $ 12,350.00 Horsepark Horse Show Est. stall: $ 24,555.00

Page 21 EVENTS DEPARTMENT May 2017

DATE: EVENTS: CONTRACT VENUE: AMOUNT:

5/20-21 B&L Productions $ 13,600.00 Exhibit Hall, Seaside, Pavilion Gunshow

5/26-28 Crossfit, Inc. $ 12,900.00 Arena Athletic Competition

5/27-29 Horspark County III (District sponsored) Horsepark Horse Show Est. stall: $ 75,000.00

2017 20 Events Rental : $ 282,451.28 Stall : $ 174,765.00 TOTAL : $ 457,216.28 2016 17 Events Rental : $241,235.20 Stall : $ 201,524.00 TOTAL : $ 442,759.20

Revenue from Events for the month ending March 31st 2017, which includes event generated revenue from facility rentals, reimbursed costs (equipment, labor and administration fees), food & beverage and parking totaled $1,773,395 as compared to $1,951,394 for 2016, a decrease of ($177,999), or (9.12%) less than the same period last year.

Page 22 EVENTS DEPARTMENT June 2017

DATE: EVENTS: CONTRACT VENUE: AMOUNT: 6/2-7/4 San Diego County Fair (District sponsored) Fairgrounds "Where the West is Fun"

Page 23 FAIR OPERATIONS COMMITTEE

1.Director2017 Fred San DiegSchenk,o County Chair will Fair review Preview the following: Informational:

2. 2017 San Diego StaffCounty will Fair provide Grandstand Fair update Entertainments (see attached Contract information)Approvals. Informational:

Staff is requesting Board approval of the newly confirmed 3. 2017grandstand San Diego acts for County the 2017 Fair San Grounds Diego CountyEntertainment Fair (see Contractsattached information). Informational/Action:

Staff is requesting Board consideration/approval of confirmed grounds entertainment contracts for the 2017 San Diego County Fair (see attached information).

Page 24 MEDIA CONTACT: Shawn Feisst (619) 925-8430 Del Mar Fairgrounds, 22nd DAA 2260 Jimmy Durante Blvd. Del Mar, CA 92014 [email protected]

2017 San Diego County Fair gallops into town with Where the West is Fun family-fun theme

General Fair pics: http://bit.ly/2p4aDpV Festival pics: http://bit.ly/2ohHqEQ

DEL MAR, Ca. (April 24, 2017) -- Where the West is Fun at the 2017 San Diego County Fair, presented by Albertsons | Vons, will offer a stampede of fun, food and entertainment this year, from June 2 through July 4, at the Del Mar Fairgrounds. The Fair is closed the first four Mondays and the first three Tuesdays.

The Western theme is featured throughout the Fair, focusing on the culture of the region from the 1880s and merging it with pop culture elements inspired by it. For many people, the recollection of the West was formed by movies and TV shows, names of favorite sports teams and even toys like “Woody” from the movie Toy Story. But the story begins at the beginning with the Original People of this western land, their lifestyle, preserved lands and culture which also will be exhibited in various ways throughout the Fair.

Specific to this year’s theme, there will be country music, a rodeo, Fiesta del Charro, a Frontier Town and a themed exhibit with a saloon, art and history displays about this period of time in America.

Page 25 Where the West is Fun is a creative way to bring the Fair to life, but the tried and true standards that fair guests love, year after year will still be at the San Diego County Fair, like music at the grandstand stage, Fair food extremes and traditions, exhibits by children and hobbyists, and displays of California agriculture, which was the original purpose of the annual Fair.

Entertainment: Music always is a main feature of the Fair and includes the Toyota Summer Concert Series on the Heineken Grandstand Stage with a wide variety of performers in paid and free concerts, including the music genres of country, Mexican regional, pop and legends such as Toby Keith, Patti LaBelle, Peter Cetera and Roberto Tapia.

Four other concert series, free with Fair admission include The Paddock Concert Series with 10 nights of music, including the Yardbirds and John Michael Montgomery; Solid Gold Concerts offer Thursday afternoon Oldies acts on the Showcase Stage; Coors Light Rock On Stage includes Belly Up-sponsored Thursday evenings; and Acoustic Showcase starts at 11 a.m. in the relaxing Paddock on Saturday, July 1, featuring music with no electronic amplification all day, finishing with headliner Tyrone Wells at 9 p.m. The full concert lineup can be seen at sdfair.com

There are many other stages on the Fairgrounds featuring local music, dancing, magic, and comedy performed by San Diego locals. Some former Fair entertainers have made it big, like the Red Hot Chili Peppers. The San Diego County Fair is a great way to experience the local music scene.

Multicultural Festivals promote diversity at the Fair: As San Diego has grown from a more agricultural area into a metro urban community, the San Diego County Fair, presented by Albertsons | Vons has integrated special festivals, free with admission to the Fair, as a way to share with everyone the diversity of our county.

Asian Festival: Saturday, June 3, at the Paddock. A celebration of Asian & Pacific Islander cultures, representing China, India, Japan, Philippines, Korea, Hawaii, Polynesia, and Vietnam. Featuring traditional and popular entertainment, martial arts, food, and local non-profit organizations. New this year: An Asian art exhibit at 17 Hands Restaurant & Bar, and Sake flights at the Paddock Tavern.

Gospel Festival: Saturday, June 24, brings gospel music to many stages throughout the Fairgrounds all day, ending with a Grandstand concert featuring Hezekiah Walker & Tasha Cobbs, all free with Fair admission.

Mariachi Festival: on Sunday, June 11, at the Fiesta Stage, there will be a full afternoon of authentic Mariachi and Folkloric Dance groups from San Diego and . New this year: Tequila sampling and a piñata striking session for the public. The “Fiesta del Charro” will be in the Del Mar Arena and Roberto Tapia will perform Mexican regional music, rounding out the day’s festivities on the Grandstand stage that day.

Page 26 Out at the Fair: Saturday, June 10, at the Paddock and Coors Light Rock On Stage. A full day of family-friendly entertainment and activities celebrating the LGBTQ community, including Diva Drop, Dunk a Hunk, the Newly Married Game, musical performances, and female impersonators, featuring Simply Barbra. New this year: An Art Exhibit celebrating LGBTQ culture will be displayed in the 17 Hands Restaurant Bar.

Whole Life Festival: Saturday, July 1, brings the Whole Life Festival to the Paul Ecke Jr. Garden Show area, presented by Think Blue, featuring healthful and upbeat lifestyle choices for natural living. There will be demonstrations, lectures, authors and organic growers all sharing their ideas about health and well-being.

Food: Fair food always is a conversation starter at the Fair. Deep-fried Oreos are among the craziest, and roasted corn on the cob is among the most popular. But the Fair also has gourmet foods and beverages found throughout the Fairgrounds and at special events held within the Fair. New this year is the Gold Medal Beer Dinner, limited to 100 guests, which will provide a gourmet dinner, pairing courses with this year’s finest medal beers. Tickets must be purchased ahead of time at sandiegobeerfestival.com and include a sneak peek of the San Diego International Beer Festival, which starts the next day.

Beer, Wine and Spirit Competition & Festivals: The medal-winning wine and beers served at the featured VIP events and other events at the Fair are from some of the Fair’s competitions, including The Toast of the Coast Wine Competition, which draws entrants from throughout the United States and . The Toast of the Coast Wine Festival, which pours the award-winning wine in the serene Paul Ecke Jr. Garden Show, is held on Saturday, June 10, in two sessions between noon - 7 p.m. Tickets include Fair admission and can be purchased at thetoastofthecoast.com.

The San Diego International Beer Competition draws entrants from throughout the world, and is placed among the top 10 of beer competitions nationally. Within the Fair is the three-day San Diego International Beer Festival, from June 16-18 in the Del Mar Arena, featuring five sessions for beer lovers. Tickets include Fair admission and can be purchased at sandiegobeerfestival.com.

Just three years old, Distilled: Spirit & Cocktail Competition & Festival, quickly is becoming a place to present personally-crafted distilled spirits. The competition received nearly 200 entries from distilleries around the globe and will share their spirits from 1-5 p.m., June 24, in the Paddock, capturing the best of the best in whiskey, tequila, vodka, gin and other spirits. Tickets include Fair admission and can be purchased at distilledsandiego.com .

Exhibits: The purpose of the county fair always has been for the community to showcase their skills, creative abilities, livestock and food from the land. One of the most popular exhibits is Design in Wood, featuring handmade furniture and pieces of art in a display that always captures a great crowd. Home and Hobby shows off traditional arts such as quilting and unusual collections, and offers classes and competitions in cooking and food preparation.

Page 27 New this year is the “Journey to the Winners Circle” exhibit celebrating the pageantry, traditions and history of horse racing at the Del Mar Race Track. Special features will tell the story of the “Backside,” Hollywood & Horses, and a chance to take your photo in the Winners Circle. Next to the entrance to the Student Showcase exhibit, the fairgoer will encounter another new exhibit, the Awareness Gallery, a three-dimensional display focusing on teen life and all of the trials and tribulations it brings. It is an interactive experience meant for people of all ages.

The Paul Ecke Jr. Garden Show is well-known as the quiet and shaded part of the Fair. There are professional exhibits and club entries displaying garden ideas within the Fair’s theme. This year’s Garden Show theme is “Happy Trails.” The Flower Show, adjacent to the Garden Show, features fresh blooms, judged every few days and displayed for everyone to enjoy.

Many other exhibits feature fine art, photography, student projects, gems and minerals and junior livestock competitions. The Jr. Livestock Auction, from 10 a.m. to 5 p.m. on Saturday, July 1, is one of the foremost traditions of the Fair. Area youth will auction their livestock projects to raise money for scholarships and higher education. Contact the Livestock Office at (858) 792- 4283 to participate.

Fun Zone: Rides and games are among the main traditions of the County Fair. With nearly 100 rides and as many games, this is the region of the Fair where most young people want to hang out. Tickets for rides can be purchased several ways: Pay One Price at $38 provides the wristband holder unlimited rides from noon until 8 p.m. on Wednesdays and Thursdays, June 7, 8, 14, 15, 21, and 22. Ticket packages of 28 coupons for $20 and 12 coupons for $9 also are sold at the Fun Zone Ticket Booths whenever the Fun Zone is open.

Shopping: There are many Fair guests who head right to the shopping halls in search of unusual items often times found only at the Fair. There are vendors who have been here many years and others offering new inventions and products, shared with the public for the first time at the Fair.

About the 2017 San Diego County Fair Ride ‘em cowboys! “Where the West is Fun” is the theme for the 2017 San Diego County Fair, presented by Albertsons | Vons, remembering the rough and tumble Wild, Wild West and celebrating how the West is fun today. The 2017 Fair will feature a Wild West saloon, numerous Western-themed educational and historic exhibits and country music for everyone to enjoy. There is a new Sheriff in town and it is you! Pull on your boots, grab your cowboy hat, and ride on into Del Mar for some fun this summer. The Fair opens at 4 p.m. on Friday, June 2 and runs through Tuesday, July 4; it is closed the first four Mondays and the first three Tuesdays. The San Diego County Fair is the largest annual event in San Diego County and one of the top 10 Fairs in the United States and Canada, drawing more than 1.6 million visitors annually. For more information visit sdfair.com

Page 28 2017 San Diego County Fair - Grandstand Entertainment

StaffContract requests # BoardDate approval of the newlyGrandstand confirmed ArtistGrandstandTicket entertainmentType contracts:Amount Genre

17-1037 Sat.., June 3, 2017 Aloe Blacc Free/reserved $80,000 Soul/Folk/Pop Mon.., June 5, 2017 CLOSED Tues., June 6, 2017 CLOSED 17-1036 Thurs., June 8, 2017 Peter Cetera Free/reserved/dinner $80,000 Pop package 17-1044 Fri.., June 9, 2017 Dennis DeYoung, Free/reserved $50,000 Rock the Music of STYX Mon., June 12, 2017 CLOSED Tues., June 13, 2017 CLOSED Mon., June 19, 2017 CLOSED Tues., June 20, 2017 CLOSED 17-1045 Fri., June 23, 2017 Los Tucanes de Free/reserved/paid $60,000 Hispanic floor Mon., June 26, 2017 CLOSED 17-1038 Tues., June 27, 2017 Trevor Noah Paid Show/dinner $150,000 Comedy package 17-1039 Wed., June 28, 2017 Jeremih Free/reserved $50,000 R & B 17-1041 Thurs., June 29, 2017 Lee Ann Rimes Free/reserved $75,000 Country/Contemporary 17-1040 Mon., July 3, 2017 War Free/reserved $55,000 Rock/Latin/Funk Previously Malo, Opener Latin/Rock Approved:

17-1027 Fri., June 2, 2017 Lauren Alaina Free/reserved $25,000 Country 17-1028 Fri, June 2, 2017 Sundance Head, $20,000 Country Soul Opener 17-1016 Sun., June 4, 2017 Arolladora Banda Free/reserved $85,000 Hispanic el Limon 17-1017 Wed., June 7, 2017 Patti LaBelle Free/reserved $95,000 R & B 17-1015 Sat., June 10, 2017 Toby Keith Paid Concert $350,000 Country 17-1035 Sun., June 11, 2017 Roberto Tapia Free/reserved $60,000 Hispanic 17-1029 Wed., June 14, 2017 Collective Soul Free/reserved $50,000 Rock 17-1030 Thurs., June 15, 2017 Grand Funk Free/reserved $40,000 Rock Railroad 17-1006 Fri., June 16, 2017 Darius Rucker Paid Concert $200,000 Country 17-1019 Sat., June 17, 2017 Spirit West Coast Paid Concert $7,500 Christian 17-1020 Sun., June 18, 2017 Grupo Intocable Free/reserved $65,000 Hispanic 17-1012 Wed., June 21, 2017 Switchfoot Free/reserved $60,000 Rock 17-1014 Thurs., June 22, 2017 Frankie Valli & The Paid Concert $125,000 Pop Four Seasons 17-1011 Sat., June 24, 2017 Tasha Cobbs Free/reserved $25,000 Gospel Festival 17-1021 Hezekiah Walker $40,000 17-1022 Sun., June 25, 2017 Calibre 50 Free/reserved $85,000 Hispanic 17-1016 Fri., June 30, 2017 Dan+ Shay Free/reserved $65,000 Country 17-1023 Sat, July 1, 2017 Jeff Foxworthy Paid Show $125,000 Comedy 17-1024 Sun., July 2, 2017 Paquita La Del Free/reserved $75,000 Hispanic Barrio 17-1025 Tues., July 4, 2017 Anjelah Johnson Free/reserved $50,000 Comedy

Page 29 2017 San Diego County Fair Special Events/Grounds Entertainment Contracts CONTRACT AMOUNT NAME DESCRIPTION

91 $100.00 Sanito Cupon Produce and perform one (1) "Landa Plenty" performance on June 10 during Out At The Fair

92 $200.00 Pauly David dba: Pauly & Emcee events at Out At Monks The Fair on June 10

93 $1,000.00 PHT Entertainment dba: Produce and perform Patrick Howard Trumpas one (1) live music performance June 10

94 $1,000.00 Kj Grali Karaoke & Dance Produce a live DJ/Karaoke show every Sunday night during the Fair

95 $100.00 Frank Puma Produce and perform as part of "The Family Jewels" for Out At The Fair on June 10

96 $100.00 Kevin Thomas Taylor Produce and perform as part of "The Family Jewels" for Out At The Fair on June 10

97 $100.00 Justin Aguilar Produce and perform as part of "The Family Jewels" for Out At The Fair on June 10

98 $600.00 Francesca Sola Produce and perform three (3) live music shows

99 $150.00 Tolan Shaw Produce and perform three (3) live music shows on June 10, 17 and July 3

Page 30 2017 San Diego County Fair Special Events/Grounds Entertainment Contracts

100 $800.00 Gabriel Villarreal Produce and perform one (1) "Delta Work" performance on June 10 during Out At The Fair

101 $250.00 Patrick Ellis dba: The Produce and perform BlueFrog Band one (1) live music performance June 2

101 $1,500.00 Eric Dias dba: Eric Runningpath Produce and perform five (5) professional Native American dance shows as “Eric Runningpath” on June 3, 4, 18, 24, and 25

103 $800.00 Thomas White Produce and perform one (1) "Morgan McMichaels" performance on June 10 during Out At The Fair

104 $11,250.00 Fusion Talent Group produce and perform three (3) “The Cutest Show on Earth” shows daily

105 $11,250.00 Fusion Talent Group to produce and perform three (3) “Kid’s Pedal Tractor Pull Show” shows daily,

106 $3,000.00 WillWestPerformers.com, Produce and perform LLC f/s/o Will Roberts walk around shows May 17, June 2, and July 4,

107 $1,750.00 Abel Silvas Produce and perform five (5) professional comedy/storytelling shows on June 17, and July 1, 2, 3, 4

Page 31 2017 San Diego County Fair Special Events/Grounds Entertainment Contracts 108 $100.00 Rosemary Bystrak To judge the Battle of the Bands competition on June 16

109 $150.00 Kristen Cusato To emcee the Singer/Songwriter competition on June 18

110 $200.00 Nico Castro Aguilar Produce and perform one (1) DJ music show for the Asian Festival on June 3,

111 $1,100.00 Scott McLaughlin dba: Produce and perform Scotty Mac Band three (3) live music shows on May 24, June 2 and July 3,

112 $700.00 Michael Arguello dba: 2000 Lbs of Blues Produce and perform one (1) live blues music show as “2000 LBS of BLUES” on June 24,

113 $350.00 Mariachi Juvenil De San Diego Produce and perform one (1) live music show during the Mariachi Festival on June 11

114 $100.00 Damian DeRobbio To judge the Battle of the Bands competition on June 16

115 $100.00 Christopher Stephens To judge the In The Spotlight competition on June 27

116 $100.00 Jonathan Gonzales To judge the In The Spotlight competition on June 28

Page 32 DMTC LIAISON/SURFSIDE RACE PLACE COMMITTEE

1.PresidentDMTC RussFirst Penniman Quarter Report, Chair, will review the following: Informational:

2. State of the HorseSee Racing attached Industry information. Informational:

3. Preview of the 2017DMTC Race management Meets will provide a presentation. Informational:

4. Satellite WageringDMTC Report management will provide a presentation. Informational:

See attached information.

Page 33 Page 34 Page 35 Page 36 Page 37 Surfside Race Place Satellite Wagering Report, April 2017

day signal*

Details of 201handle,7 revenue and201 attendance6 figures% Change

Number of racing days 22 22 --

Surfside Race Place

Total Attendance 6,810 6,521 4

Total Handle 2,906,507 2,560,136 14

Revenue (Handle) $58,130 $51,202 14

Revenue (Mini Satellites) Ocean’s 11 Casino $ 5,700 $5,635 Gaslamp Quarter $ 4,472 $4,365

TotalRevenue Revenue (ADW source) $39,805 $39,790

$108,107 $100,992 7 night signal**

Details of 201handle,7 revenue and201 6attendance figures% Change

Number of racing nights 13 14 (7)

Surfside Race Place

Total Attendance 445 671 (33)

Total Handle 196,293 169,137 16

Revenue (Handle) $3,925 $3,382

TotalRevenue Revenue (ADW source) $6,416 $7,048

$10,341 $10,430 --

Page 38 Facility News:

th The Kentucky Derby Party at Surfside on May 6 was a big success. We had regular customers and many new customers show up to watch the “most exciting 2 minutes in sports” for a total attendance of more than 2,300. This Saturday, the Preakness Stakes will see the return of the Kentucky Derby winner, and he will be challenged by about 10 other 3 year-olds. The pundits are not hopeful of a Triple Crown winner this year, but Always Dreaming could take the second leg and become a Triple Crown winner in just 3 more weeks by winning the Belmont Stakes. All he has to do is win at Pimlico Racetrack at one-mile and three sixteenths, and then the grueling one mile and one half Belmont. Always Dreaming may be aptly named. Time will tell. th On Saturday, May 27 , Surfside will be the host site for Casting Call Win Place Show. This is a reality TV show to be filmed at Del Mar this summer. Candidates who want to handicap races this summer at Del Mar and win big cash prizes are being summoned to Surfside to tryout. If the personality fits, and the passion to pick winners is obvious, candidates to compete this summer will be chosen. We expect between 300-500 participants to try to become a TV reality star.

It pays to be a Diamond Club member at Surfside. A great example of this will bear fruit as the Fair opens on June 2. At Surfside, as a Diamond Club member, you will be able to receive 5 free coupons for $5 admission to the Fair. This is a $13 savings over the regular adult price. But, to qualify to receive these coupons, you must pay admission to Surfside. Each customer may only receive 5 coupons.

In July, Surfside will once again host National Handicapping Championship (NHC) tournament qualifiers. The NHC is held every year in Las Vegas. This year, the first place prize is $800,000. But to qualify, you must earn an NHC spot by beating many other horse players at qualified racetracks and satellite wagering locations across the country. Surfside offers 2 NHC spots per tournament. We do this 3 times per year for a total of 9 qualifying tournaments. Our next qualifying tournament is July 14-15-16. In the past 11 years, Surfside has sent more than 150 players to Las Vegas. In 2013, Jose Arias qualified at Surfside in December, and parlayed that win to a championship and $750,000, plus an Eclipse Award and Handicapper of the Year title.

Page 39 CONTRACTS/FOOD & BEVERAGE COMMITTEE

Director1. PremierLisa Barkett, P & L Chair,Statementwill provide– March a review & April of2017 the following: Informational:

See attached information.

Page 40 Food & Beverage Report March 2017

March 2017 Food Service Revenues were $358,398. Budgeted Revenues for March were $318,671.

Net distribution to the District for March was (120,079) or -33.50%. Budgeted distribution for March was ($88,349) or -27.72%.

Yeat-to-date distribution to the District is ($579,904) or -99.18%. The budgeted distribution for 2017 was ($546,088) or - 97.37%.

2017 % 2017 % 2016 % Mar-17 ACTUAL BUDGET ACTUAL

TOTAL REVENUE 358,398 100.00% 318,671 100.00% 497,125 100.00%

TOTAL COGS 92,549 25.82% 56,009 17.58% 95,594 19.23%

GROSS MARGIN 265,850 74.18% 262,662 82.42% 401,532 80.77%

TOTAL PAYROLL 329,788 92.02% 294,180 92.31% 376,115 75.66%

OPERATING EXPENSES 73,294 20.45% 69,452 21.79% 75,966 15.28%

NET PROFIT (137,233) -38.29% (100,970) -31.68% (50,549) -10.17%

CLIENT DISTRIBUTION (120,079) -33.50% (88,349) -27.72% (44,230) -8.90%

2017 % 2017 % 2016 % YTD ACTUAL BUDGET ACTUAL

TOTAL REVENUE 584,716 100.00% 560,862 100.00% 743,673 100.00%

TOTAL COGS 153,221 26.20% 153,605 27.39% 197,075 26.50%

GROSS MARGIN 431,495 73.80% 407,257 72.61% 546,598 73.50%

TOTAL PAYROLL 918,182 157.03% 876,955 156.36% 945,559 127.15%

OPERATING EXPENSES 176,060 30.11% 154,402 27.53% 178,058 23.94%

NET PROFIT (662,747) -113.35% (624,100) -111.28% (577,019) -77.59%

Y-T-D CLIENT DISTRIBUTION (579,904) -99.18% (546,088) -97.37% (504,891) -67.89%

C:\Users\spiper\AppData\Local\Temp\Food Beverage Report March 2017_B0C11 5/18/2017 2:45 PM

Page 41 Food & Beverage Report April 2017

April 2017 Food Service Revenues were $497,018. Budgeted Revenues for March were $343,935.

Net distribution to the District for April was (39,163) or -7.88%. Budgeted distribution for March was ($112,312) or -32.66%.

Yeat-to-date distribution to the District is ($619,067) or -57.23%. The budgeted distribution for 2017 was ($658,400) or - 72.77%.

2017 % 2017 % 2016 % Apr-17 ACTUAL BUDGET ACTUAL

TOTAL REVENUE 497,018 100.00% 343,935 100.00% 351,239 100.00%

TOTAL COGS 91,683 18.45% 65,794 19.13% 74,319 21.16%

GROSS MARGIN 405,335 81.55% 278,141 80.87% 276,920 78.84%

TOTAL PAYROLL 381,134 76.68% 342,880 99.69% 340,292 96.88%

OPERATING EXPENSES 68,959 13.87% 63,618 18.50% 61,698 17.57%

NET PROFIT (44,758) -9.01% (128,357) -37.32% (125,069) -35.61%

CLIENT DISTRIBUTION (39,163) -7.88% (112,312) -32.66% (109,435) -31.16%

2017 % 2017 % 2016 % YTD ACTUAL BUDGET ACTUAL

TOTAL REVENUE 1,081,734 100.00% 904,797 100.00% 1,094,912 100.00%

TOTAL COGS 244,904 22.64% 219,399 24.25% 271,394 24.79%

GROSS MARGIN 836,830 77.36% 685,398 75.75% 823,518 75.21%

TOTAL PAYROLL 1,299,316 120.11% 1,219,835 134.82% 1,285,850 117.44%

OPERATING EXPENSES 245,019 22.65% 218,020 24.10% 239,756 21.90%

NET PROFIT (707,505) -65.40% (752,457) -83.16% (702,088) -64.12%

Y-T-D CLIENT DISTRIBUTION (619,067) -57.23% (658,400) -72.77% (614,327) -56.11%

C:\Users\spiper\AppData\Local\Temp\Food Beverage Report April 2017_B2220 5/18/2017 2:46 PM

Page 42 AGRICULTURE COMMITTEE

1.DirectorA report Pierre from Sleiman, the San Chair, Diego will County review Farm the following: Bureau on the commercial production of cannabis (THIS ITEM HAS BEEN TABLED UNTIL THE MAY 30, 2017 BOARD MEETING)

Page 43 COMMUNITY RELATIONS COMMITTEE

1.DirectorMeeting David with Watson, Representatives Chair, will review from theDel following:Mar & Solana Beach Informational:

Director David Watson, Chair, will provide a verbal report on the meeting held with the Cities’ representatives.

Page 44 LAND USE/ENVIRONMENTAL/MASTER PLAN COMMITTEE

1. Committee Report Informational:

Director David Watson, Chair, will provide a verbal report on any updates.

Page 45 SSRP ALTERNATIVE USES COMMITTEE

Vice-President Steve Shewmaker, Chair, will review the following: 1. Surfside Concert Venue Update Informational:

2. Request to approveSta theff will SSRP provide Renovation an updateproject on thebasedSSRP on concertthe design venue presented project to. the DAA board on April 11, 2017, with a budget not to exceed $13.2 million based on the Spending Plan presented to the DAA board on April 11, 2017, and find that the project is exempt from CEQA per Guidelines section 15301 (remodel of existing facility) and Guidelines section 15061(b)(3) (evidence in the record supports concluding the project will have no impact on the environment), and further direct staff to work with the California Coastal Commission as expeditiously as possible to either obtain an amendment to the facility’s existing Coastal Development Permit or obtain a Coastal staff determination no amendment is required. Action:

Refer to attached information.

Page 46 Surf Side Race Place Re-Purposing Project

TO: 22nd District Agricultural Association Board FROM: 22nd District Agricultural Association: Dustin Fuller, Supv. Environmental Planner DATE: May 23, 2017 SUBJECT: Del Mar Fairgrounds Surf Side Race Place Re-Purposing Project RECOMMENDED ACTIONS: 22nd DAA staff recommends that the Board: Approve the Surf Side Race Place Re-purposing Project based on the design presented to the Board on April 11, 2017, with a budget not to exceed $13.2 million based on the Spending Plan presented to the Board on April 11,2017.

Find that the project is exempt from CEQA per Guidelines Section 15301 (remodel of an existing facility) and Guidelines section 15061(b)(3) (evidence in the record supports concluding the project will have no impact on the environment).

BACKGROUND: The Environmental Impact Report for the 1985 Master Plan for the Del Mar Fairgrounds contemplated and analyzed the environmental impacts associated with off-track betting. Off-Track betting was housed in the old Grandstand. In 1989, the 22nd DAA proposed to relocate all off-track betting to a new structure – Surf Side Race Place. A Notice of Exemption was prepared for the project and a Coastal Development Permit application (#6-88-8) was submitted and approved. The Coastal Development Permit for the project was conditioned to exclude the use of the facility during the Fair. Subsequent amendments to the permit allowed for first a single year use of the facility during the Fair (#6-88-8A) and ultimately full use during the Fair (#6-88-8A2). PURPOSE AND NEED:

Page 47 The purpose and need of the project is to maximize the use of the existing structure and to further the mission of the 22nd DAA by providing “……a world-class, multi-use, public assembly facility with an emphasis on agriculture, education, entertainment and recreation in a fiscally sound and environmentally conscientious manner for the benefit of all.” Surf Side Race Place has been used for off-track betting since its construction. Originally permitted under the Coastal Development Permit to allow for occupancy of 5,000 patrons per day; the facility falls well short of this allowed maximum. In order to maximize its use, the proposed project would redesign the interior of the facility to accommodate a concert venue and a history of beer exhibit while still providing adequate space to continue operation as an off-track betting facility.

PROJECT COMPONENTS: The project conceptual design, budget and schedule were presented to the Board on April 11, 2017. The improvements proposed for the project are all internal and primarily consist of renovating the existing space inside by partitioning or dividing the areas to provide adequate space for a concert venue and a history of beer exhibit. No exterior modifications are included with the project and no new utility connections are needed. Because the project does not add any new trips, adequate parking is provided on grounds and the existing street and road system is unaffected (no new trips). SUMMARY OF FINDINGS: Based on the analysis/discussion in Attachment A, the proposed Surf Side Race Place Re- Purposing project would have no significant effect on the environment. The project qualifies for an exemption as discussed in Attachment A.

Page 48 Attachment A – Notice of Exemption Surf Side Race Place Re-Purposing Project

The proposed project is the re-purposing of a portion of the existing off-track betting facility, Surfside Race Place (SSRP). The project would develop a 1,869 seat concert venue along with an approximately 7,000 square foot beer tasting area/exhibit (“History of Beer”). It is anticipated that the concert venue would operate year-round; however, during the annual San Diego County Fair, the venue would be a part of the concert venues associated with the Fair (similar to the Grandstand stage). Existing food s ervice areas would continue to operate as well as the off-track betting component of the facility. No alterations to the exterior or expansion of the existing structure is proposed. All improvements would be internal.

The project proposes a replacement of uses with no expansion/increase in building size or capacity (would result in a reduction from allowed SSRP attendance that would be utilized by the concert venue). The proposed project would result in no net increase in parking/trips. The 22nd DAA has a variety of parking areas available for use. Utilizing just the paved lots (Main Lot, Green Lot, Red Lot, West Lot ) and the training track there are 3,700 parking spaces available. The overflow lots account for an additional 4,500 spaces. Based on the anticipated trips associated with the project (worst case of 1,711 vehicles (3,422 trips/2 = 1,711), adequate parking exists on grounds. The 22nd DAA solicited input from LLG Engineers to assist with trip generation assumptions. If a sellout of the venue is assumed, total concert attendance would be 1,869 persons (concert seating capacity); this equates to approximately 1,320 trips (includes assumptions about carpool and transportation mode splits, see Table A below). Primary use of new beer tasting area/exhibit is linked to the proposed concert venue so only a low number of ancillary trips (i.e., trips from patrons NOT attending concert) would be expected; this is conservatively estimated at 10% of the total trips for an additional 132 trips. Total trip generation for the proposed project is 1,452.

Note that the concert use is new, but the trips would be replacement trips that had been earmarked for off track betting users, thus there is no increase or change to trips associated with the facility. SSRP is permitted with a daily attendance of 5,000. Using similar transportation mode splits, current trips associated with the facility are 4,450. As shown in Table A, the proposed project would generate less trips than the current use. For analysis purposes and using the worst-case scenario, the peak day for off-track betting is the Kentucky Derby with attendance just under 2,500. On that particular day, assuming 2,500 patrons for the Kentucky Derby and a sold out concert venue of 1,869 patronage would total patronage would be 4,369. Table A shows that the total number of trips for both uses and ancillary uses (380 trips) would result in over 1,000 less trips over the current use. On an average day, attendance with a concert would likely be closer to 2,500 (1,869 for concert and 600+ off-track betting patrons = 2,469). Utilizing the same transportation mode splits, trips associated with an average event day would be 1,965. All future scenarios of the proposed project would result in fewer trips than the existing facility.

Although the proposed concert venue would be fully enclosed, sound deadening materials will be added to help ensure that excess noise does not escape the building.

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Page 49 Attachment A – Notice of Exemption Surf Side Race Place Re-Purposing Project

TABLE A

Existing and Proposed Trip Assumptions

Concert Renovated Average Assumptions Existing Venue Facility Day Use Capacity 5,000 1,896 4,369 2,469 Mode Splits Transit: 0% 0 0 0 0 Taxi Service / App-Based 10% 500 190 437 247 Ride Sharing: Shuttle: 1% 50 20 43 25 Walk / 2% 0 40 87 49 Bike: Auto: 89% 4,450 1,646 3,802 VOR (persons / 2 2.5 2.5 2.5 vehicle) Ancillary 10% 0 132 380 247 Trips Auto Trips (ADT) 4,450 1,452 3,422 1,965

Notes: ADT calculated as follows: (Auto ÷ VOR) x 2 trips = ADT; existing use assumes no patrons walk/bike to the facility, no ancillar trips, and a 2.0 vehicle occupancy rate; renovated facility trips assumes a Kentucky Derby day with 2,500 patrons and sold out concert of 1,869.

CEQA Guidelines Section 15301 addresses Categorical Exemptions for Existing Facilities. Specifically, Class 1 of 15301 is applicable to the proposed project. Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The types of "existing facilities" itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of an existing use. As discussed above, the proposed project would not increase or alter the size of the facility. Additionally, the proposed project would not expand uses beyond those at the time of the lead agency’s initial determination on the project. As mentioned, the facility was permitted for 5,000 patrons per day; in a worst case scenario analysis, would remain under this limit. On average, the facility would likely host approximately half of

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Page 50 Attachment A – Notice of Exemption Surf Side Race Place Re-Purposing Project what is allowed. Based on the information included above, the proposed project is found to be exempt from CEQA under CEQA Guidelines Section 15301.

CEQA Guidelines Section 15061 addresses the Review for Exemption. This section states that once a lead agency has determined that an activity is a project subject to CEQA, a lead agency shall determine whether the project is exempt from CEQA. In this case subsection (b)(3) is most applicable and states that a project is exempt from CEQA if the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. As discussed in Attachment A, the proposed project was reviewed for potential impacts related to trip generation. Utilizing the transportation mode splits provided by LLG, it can be shown that the proposed project would generate fewer trips than the existing use.

Based on the analysis provided above, the proposed project would not result in a significant effect on the environment and is therefore, not subject to CEQA.

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Page 51 HORSESHOW/HORSEPARK COMMITTEE

1.President2017 De Russl Mar Penniman, National Chair,Horse will Show review Report the following: Informational:

see attached information.

Page 52 MEDIA CONTACT: Shawn Feisst (619) 925-8430 Del Mar Fairgrounds, 22nd DAA 2260 Jimmy Durante Blvd. Del Mar, CA 92014 [email protected]

Ashlee Bond and Chela LS take home the blue in $100,000 Grand Prix of Del Mar, presented by Pacific Sotheby’s International Equestrian Division

HR photos: http://bit.ly/2qYmRPb

DEL MAR, Ca. (May 9, 2017) -- The Grand Prix of Del Mar, presented by Pacific Sotheby’s International Equestrian Division on May 6, provided a thrilling night of competitive show jumping for a full house at the Del Mar Arena. The 29 starting horse and rider pairs were tested with Marc Etter of Switzerland’s course of 15 efforts in the first round and eight fences in the jump off.

The course included a triple combination on the rail, a vertical-vertical combination across the short diagonal and two tricky bending lines that proved to be difficult for many riders. We saw many efforts at jump number six, the American Flag fence, fail and the bending line from 10 to 11 and then 12 proved to be challenging as well.

The first round saw five clear rides to qualify for the jump off, including Ashlee Bond and Chela LS, Christian Heineking and NKH Calango, Peter Petschenig and Colour Your Life, Michelle Parker and Cupilor and Jennifer Gates on Pumped Up Kicks.

Page 53 Gates was more conservative with her time, ending with eight faults in a time of 50.796. Parker also had two rails for eight faults, but faster than Gates in a time of 46.344. Petschenig rounded out the top three with a clear round in a time of 48.592. Coming in second was Heineking with a clear round in a quicker pace of 45.217. Bond was victorious tonight, claiming the blue ribbon with a clean round and a tidy time of 44.205.

Before the grand prix commenced, a very emotional retirement ceremony was held for the west- coast favorite, Flexible. His countless wins with rider Rich Fellers at Del Mar and around the world, were remembered in a tearful tribute. There was not a dry eye in the stadium as Flexible received a special cooler and many thanks for the years of competition that many fortunate to witness.

Owners Mollie and Harry Chapman and Fellers were present on the red carpet and they expressed their gratitude to Flexible's perseverance, athleticism and kind heart. He received a standing ovation as he made his last lap around the Del Mar Arena. He is truly a special horse and worthy of the happiest of retirements.

About the Del Mar National Horse Show The Del Mar National Horse Show is a showcase of equestrian sports. It includes the distinct disciplines of Western, Dressage and Hunter/Jumper in world-class competitions for three weeks from April 18 through May 7. Now in its 72nd year, DMNHS has earned international recognition as one of the most prestigious and historic equestrian events. Nearly 1,500 horse and rider teams compete to win in excess of $300,000 in cash and prizes. DMNHS is one of the few remaining horse shows offering multiple traveling perpetual trophies, in addition to individual class trophies and prize money. The show attracts nationally and internationally acclaimed horses and riders year after year. The Del Mar National Horse Show is produced by the 22nd District Agricultural Association, a State of California agency, which owns and operates the Del Mar Fairgrounds. Find more information here.

Page 54 FINANCE COMMITTEE

1. Committee Report Informational/Action:

President Russ Penniman, Chair, will provide a verbal report on any updates.

Page 55 PERSONNEL/EMPLOYEE COMPENSATION COMMITTEE

1. Committee Report Informational:

Vice-President Steve Shewmaker, Chair, will report on any updates.

Page 56 GOVERNMENT RELATIONS COMMITTEE

1. Committee Report Informational:

Vice-President Steve Shewmaker, Chair, will report on any updates.

Page 57 LEGAL COMMITTEE

1. Committee Report Informational/Action:

Director Richard Valdez, Chair, will report on any updates.

Page 58 DIRECTORS REQUESTS

A. Board Correspondence Informational/Action:

see attached correspondence.

Page 59 Page 60 Page 61 22nd District Agricultural Association Statement of Operations For the Three Months Ending March 31, 2017 Unaudited

Actual vs Actual Current Yr Current Yr 2017 2017 Variance Budget Prior vs Prior Yr vs Prior Yr Actual Budget Fav/(Unfav) Var % Year Fav/(Unfav) % Var

Revenues Admissions - Fair ($3,491) $5,281 ($8,772) (166.10%) $23 ($3,514) (15,278.26%) Carnival Rides $2,000 $2,000 $3,780 ($1,780) (47.09%) Commercial Space $20,882 $9,530 $11,352 119.12% $29,885 ($9,003) (30.13%) Concessions $4,405 $6,100 ($1,695) (27.79%) $6,277 ($1,872) (29.82%) Entry Fees $240,485 $344,307 ($103,822) (30.15%) $260,770 ($20,285) (7.78%) Food & Beverage $584,716 $560,862 $23,854 4.25% $743,673 ($158,957) (21.37%) Parking $593,559 $763,223 ($169,664) (22.23%) $474,683 $118,876 25.04% Surf & Turf $392,437 $438,456 ($46,019) (10.50%) $428,862 ($36,425) (8.49%) Sponsorships $512,355 $205,950 $306,405 148.78% $436,473 $75,882 17.39% Facility Rentals $584,768 $781,802 ($197,034) (25.20%) $943,160 ($358,392) (38.00%) Reimbursement Costs $398,893 $365,384 $33,509 9.17% $455,453 ($56,560) (12.42%) Admissions - OTB $37,807 $56,100 ($18,293) (32.61%) $42,966 ($5,159) (12.01%) Track Commissions $191,692 $178,500 $13,192 7.39% $194,697 ($3,005) (1.54%) Account Wagering $121,882 $150,000 ($28,118) (18.75%) $125,406 ($3,524) (2.81%) Program Sales $60,606 $67,500 ($6,894) (10.21%) $66,032 ($5,426) (8.22%) Lottery $33,212 $32,000 $1,212 3.79% $35,090 ($1,878) (5.35%) Other - OTB $11,781 $27,000 ($15,219) (56.37%) $13,733 ($1,952) (14.21%) Del Mar National Horse Show $2,150 $4,875 ($2,725) (55.90%) $10,000 ($7,850) (78.50%) Merchandise $16,852 $38,962 ($22,110) (56.75%) $22,758 ($5,906) (25.95%) Leases $132,394 $132,292 $102 0.08% $146,988 ($14,594) (9.93%) Interest $22,517 $24,000 ($1,483) (6.18%) $14,873 $7,644 51.40% Other $66,502 $49,730 $16,772 33.73% $69,486 ($2,984) (4.29%) ------Total Revenues $4,028,404 $4,241,854 ($213,450) (5.03%) $4,525,068 ($496,664) (10.98%)

Expenses Payroll Related & Benefits $4,915,999 $5,261,731 $345,732 6.57% $4,897,091 ($18,908) (0.39%) Temporary Payroll Services $98,796 $80,521 ($18,275) (22.70%) $217,121 $118,325 54.50% Professional Services $230,962 $456,885 $225,923 49.45% $341,533 $110,571 32.37% Entertainment & Show Expenses $12,510 $2,800 ($9,710) (346.79%) $72,340 $59,830 82.71% Food & Beverage Expense $1,164,619 $1,106,950 ($57,669) (5.21%) $1,248,564 $83,945 6.72% Advertising $84,472 $105,060 $20,588 19.60% $28,386 ($56,086) (197.58%) Prizes/Premiums $49,751 $41,322 ($8,429) (20.40%) $84,254 $34,503 40.95% Supplies $455,835 $677,208 $221,373 32.69% $558,040 $102,205 18.31% Printing $159,121 $170,018 $10,897 6.41% $187,883 $28,762 15.31% Parking $13 $6,000 $5,987 99.78% $150 $137 91.33% Surf & Turf $289,341 $290,011 $670 0.23% $309,887 $20,546 6.63% Transportation $2,400 $2,400 100.00% Contract Security & Medical $66,532 $81,000 $14,468 17.86% $70,138 $3,606 5.14% Telephone $31,275 $36,775 $5,500 14.96% $34,735 $3,460 9.96% Utilities $565,922 $469,063 ($96,859) (20.65%) $552,463 ($13,459) (2.44%) Repairs & Maintenance $276,741 $222,665 ($54,076) (24.29%) $227,720 ($49,021) (21.53%) Insurance $323,949 $310,746 ($13,203) (4.25%) $294,209 ($29,740) (10.11%) Equipment Rental $68,158 $43,564 ($24,594) (56.45%) $53,800 ($14,358) (26.69%) Other Administration $69,794 $92,822 $23,028 24.81% $60,221 ($9,573) (15.90%) Merchandise $1,001 $13,660 $12,659 92.67% $684 ($317) (46.35%) Lottery $31,420 $26,100 ($5,320) (20.38%) $33,683 $2,263 6.72% Depreciation Expense $374,949 $369,999 ($4,950) (1.34%) $358,000 ($16,949) (4.73%) Other $42,369 $62,290 $19,921 31.98% $136,861 $94,492 69.04% ------Total Operating Expenses $9,313,529 $9,927,190 $613,661 6.18% $9,770,163 $456,634 4.67%

Net Operating Income ($5,285,125) ($5,685,336) $400,211 7.04% ($5,245,095) ($40,030) (0.76%) ======Pledged Revenue Transferred to RTA $4,446 ($4,446) ($4,446)

Net Income/(Loss) ($5,289,571) ($5,685,336) $395,765 6.96% ($5,245,095) ($44,476) (0.85%)

*--In addition to the Pledged Revenues, transfers from the District to RTA as paid-in-capital include $1,230,000 in 2017, $3,145,000 in 2016, $1,278,702 in 2015, $1,165,000 in 2014, $5,240,000 in 2013, $1,090,041 in 2012, $979,874 in 2011, $1,214,625 million in 2010, $4,656,743 million in 2009, $4,078,631 in 2008, $1million in 2005, $1 million in 2004, $2 million'in 2003, and $2.5 million in 2002 (Total-to-date of $30,578,616 million).

Page 62 22nd District Agricultural Association Balance Sheet Unaudited

03/31/17 12/31/16

ASSETS

Current Assets: Cash & Cash Equivalents $5,029,086 $11,649,948 Restricted Cash - RTA 5,525,000 3,355,000 Restricted Cash - F&B & Livestock 248,275 235,108 ------Total Cash and Cash Equivalents 10,802,361 15,240,056

Accounts Receivable, Net 620,167 946,921 Prepaid Expenses and Other Current Assets 367,178 463,592 ------Total Current Assets 11,789,706 16,650,569

Property and Equipment, Net 20,748,041 20,635,856 Other Long Term Assets 1,928,732 1,928,732

Total Assets $34,466,479 $39,215,156 ======

LIABILITIES

Current Liabilities: Accounts Payable $865,573 $877,798 Deferred Revenue 2,790,602 711,672 Accrued Liabilities 1,497,644 1,614,811 Accrued Employee Compensation 2,606,356 2,488,852 Other Current Liabilities 291,871 546,888 ------Total Current Liabilities 8,052,046 6,240,021

Other Liabilties-Pension 28,104,961 28,104,961 Due to Other Funds (61,221) (20,092) ------Total Liabilities 36,095,786 34,324,890

FUND EQUITY

Contributed Capital 44,222,421 44,222,421 Less Contributed Capital to RTA (30,578,616) (29,348,616) Retained Earnings (Deficit) (9,983,539) (11,207,821) Current Year Income/(Loss) (5,289,573) 1,224,282 ------Total Fund Equity (1,629,307) 4,890,266

Total Liabilities & Fund Equity $34,466,479 $39,215,156 ======

Page 63 22nd DAA Satellite Wagering Operating Results For the Three Months Ending March 31, 2017

Budget 2017 2017 Variance 2016 Variance Actual Budget Fav/(Unfav) Actual Fav/(Unfav)

Revenue

Track Commissions $166,879 $156,000 $10,879 $169,144 ($2,265) Mini Satelite Revenue 24,813 22,500 2,313 25,552 (739) Admissions 37,807 56,100 (18,293) 42,966 (5,159) Account Wagering 121,882 150,000 (28,118) 125,406 (3,524) Program Sales 60,606 67,500 (6,894) 66,032 (5,426) Merchandise 1,006 1,650 (644) 597 409 Lottery 33,212 32,000 1,212 35,090 (1,878) Other 28,351 85,750 (57,399) 70,243 (41,892) ------474,556 571,500 (96,944) 535,030 (60,474)

Expenses

Salaries 237,056 247,940 10,884 273,915 36,859 Programs 58,228 57,000 (1,228) 66,967 8,739 Merchandise 326 250 (76) 329 3 Lottery 31,420 26,100 (5,320) 33,683 2,263 Supplies and Operations 70,093 60,450 (9,643) 99,190 29,097 ------397,123 391,740 (5,383) 474,084 76,961

Net Operating Income 77,433 179,760 (102,327) 60,946 16,487 ======

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