NOTICE OF MEETING
The 22nd DAA Board of Directors meeting is scheduled for Tuesday, October 9, 2018 at 1:30 p.m., in the Board Meeting Room, Del Mar Fairgrounds, 2260 Jimmy Durante Blvd., Del Mar, California, to consider the attached agenda.
22nd District Agricultural Association Board of Directors
Steve Shewmaker, President Russ Penniman, Director Richard Valdez, Vice-President Frederick Schenk, Director Lisa Barkett, Director Pierre Sleiman, Director Lee Haydu, Director David Watson, Director Kathlyn Mead, Director
*This notice is also available on the Internet at: www.delmarfairgrounds.com
MISSION STATEMENT To manage and promote a world class, multi-use, public assembly facility with an emphasis on agriculture, education, entertainment, and recreation in a fiscally sound and environmentally conscientious manner for the benefit of all.
BOARD OF DIRECTORS MEETING OCTOBER 9, 2018 @ 1:30 p.m. AGENDA
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 proper arrangements can be made.
Items listed on this Agenda may be considered in any order, at the discretion of the chairperson.
This Agenda, and all notices required by the California Bagley-Keene Open Meeting Act, are available on the internet at: www.delmarfairgrounds.com
I. CALL TO ORDER – PRESIDENT STEVE SHEWMAKER
II. ROLL CALL PAGE III. CONSENT CALENDAR 5 The items on the Consent Calendar will be enacted in accordance with recommended action under one motion unless trailed from the Consent Calendar by the Board. Any member wishing to trail an item from the Consent Calendar should notify the General Manager prior to the meeting. Trailed items will be considered after the motion to approve the Consent Calendar.
A. Minutes, Regular Meeting, September 11, 2018 6-10 B. Out of State Travel Approval --- C. 22nd District Agricultural Association (DAA)/Sponsorship Contracts Approval 11
IV. MANAGERS REPORT 12 The Board may take approval action on the Manager’s Report:
A. Employee Recognition for “Years of Service” (Informational) 13 B. Events Report (Informational) 14-16 C. Scream Zone Update (Informational) --- D. Don Diego Scholarship Foundation Report (Informational) --- E. Other (Informational) 17
V. COMMITTEE REPORTS 18 The Board may take approval action on Committee Reports and New Committee Assignments:
A. Fair Operations Committee – Frederick Schenk, Chair 1. 2018 San Diego County Fair Wrap-Up (Informational) --- 2. 2019 San Diego County Fair Grandstand Entertainment Contracts Approval (Action) 19 3. 2019 San Diego Fair Proposed Theme Logo Approval (Informational/Action) 20
COMMITTEE REPORTS continued
B. KAABOO Ad Hoc Committee – Richard Valdez, Chair --- 1. KAABOO Wrap Up Report (Informational)
C. DMTC/Satellite Wagering Committee – Russ Penniman, Chair 1. DMTC Race Meet Report Wrap Up(Informational) 21-22 2. Satellite Wagering Report (Informational) 23-24
D. Finance Committee – Russ Penniman, Chair 1. Approval of NEW IBank Resolution for $15 million (Informational/Action) 25-26
E. Contracts Oversight Committee – Steve Shewmaker, Chair 1. Cirque du Soleil (Informational/Action) 27-63 2. Good Life Seminar Series Contract (Informational/Action) 64-73
F. Food & Beverage Committee – Lisa Barkett, Chair 1. Premier P&L Statement – August 2018 (Informational/Action) 74
G. SSRP Alternative Uses Committee – Steve Shewmaker, Chair 1. Surfside Race Place renovation update (Informational) ---
H. Land Use/Environmental/Master Plan Committee – David Watson, Chair 1. Committee Report (Informational) ---
I. Community Relations Committee – David Watson, Chair 1. Committee Report (Informational) ---
J. Agriculture/Livestock Committee – Pierre Sleiman, Chair 1. Committee Report (Informational) 75-76
K. Legal Committee – Richard Valdez, Chair 1. Committee Report (Informational/Action) --- 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 number of public speakers. Public comments on agenda items will be accepted during the meeting as items are addressed. Public comment on issues NOT on the current Agenda is allowed. However, no debate by the Board shall be permitted on such public comments and no action will be taken on such public comment items at this time, as law requires formal public notice prior to any action on a docket item.
VII. DIRECTORS REQUEST A. Future Agenda Items
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:
CLOSED EXECUTIVE SESSIONS (NOT OPEN TO THE PUBLIC) continued
A. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd DAA. Based on existing facts and circumstances, there is significant exposure to litigation against the 22nd DAA. B. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd DAA. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. C. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Guillermo Munoz v 22nd DAA, Claim No. 7030090048. D. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Gillian Brown v 22nd DAA, United States District Court, Southern District of California, Case No. 15CV2578. E. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Aegis Software, Inc. v 22nd DAA, United States District Court, Southern District of California, Case No. 15CV2956. F. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Arthur Senteno v 22nd DAA, San Diego County Superior Court, Case No. 37-2016-00005557-CU-WT-CTL. G. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Zweig v. 22nd DAA, San Diego County Superior Court, Case No. 37-2018-0024143
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 77 A. 22nd DAA Financial Statements 78-79 B. Satellite Wagering Operating Statement 80 C. RTA & RTLC Financial Reports 81-82 D. Correspondence 83-121 E. November Board Meeting will be held on Wednesday, November 14 due to the --- Veteran’s Day Holiday. F. Other 122-123
XII. ADJOURNMENT
10/3/2018 1:24 PM
PAGE III. CONSENT CALENDAR 5
The items on the Consent Calendar will be enacted in accordance with recommended action under one motion unless trailed from the Consent Calendar by the Board. Any member wishing to trail an item from the Consent Calendar should notify the General Manager prior to the meeting. Trailed items will be considered after the motion to approve the Consent Calendar.
A. Minutes, Regular Meeting, September 11, 2018 6-10
B. Out of State Travel --- No out of state travel this month
C. 22nd DAA / Sponsorship Contracts Approval 11
Page 5
22nd DISTRICT AGRICULTURAL ASSOCIATION Board of Directors Meeting Del Mar Fairgrounds 2260 Jimmy Durante Blvd. Del Mar, Ca 92014 September 11, 2018
MINUTES
The 22nd District Agricultural Association(DAA), Board of Directors met in the Sports Club at Surfside Race Place at the Del Mar Fairgrounds on September 11, 2018 at 10:00 a.m.
OFFICERS PRESENT: Steve Shewmaker, President Richard Valdez, Vice President Tim Fennell, Manager, Secretary-Treasurer
DIRECTORS PRESENT Lisa Barkett, Lee Haydu, Kathlyn Mead, Russ Penniman, Frederick Schenk, Pierre Sleiman, and David Watson
DIRECTORS/OFFICERS ABSENCE NONE
OTHERS PRESENT Josh Caplan, Deputy Attorney General Katie Mueller, Deputy General Manager - 22nd DAA 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 Steve Shewmaker called the meeting to order at 10:00 a.m. with a quorum present.
ROLL CALL
All Directors were present except for Frederick Schenk who arrived at 1 p.m. during the lunch break and Kathlyn Mead who arrived at 10:20 a.m.
DIRECTORS REQUEST
Future of Gun Shows at the Del Mar Fairgrounds President Shewmaker gave the ground rules for Public Comment. It was two minutes per speaker and no ceding of time. CEO Timothy Fennell stated in his opening remarks that the safety and security of the patrons and employees is the number one priority of the District. Mr. Fennell said that the security protocols continue to be evaluated in the every-changing event-security landscape. Vice President Valdez gave a detailed power point presentation that outlined the Board’s recommendation regarding Gun Shows at the Fairgrounds as listed on page 99 of the Board Packet. After the presentations Vice President Valdez moved to approve the recommendation from the Contracts Oversight Committee. Director Watson seconded.
Page 6
22nd DAA Board Meeting Minutes September 11, 2018 Page 2 of 5
PUBLIC COMMENT – GUN SHOW RELATED The following people gave their public comment on Agenda item IV. A
In Favor of Recommendation • Mayor Dwight Worden, Del Mar, Opposed to Recommendation Other presented City Council’s resolution. • Carl Geddes • William Espino, Carlsbad resident • Ellie Haviland, City of Del Mar. • Bill Knoff spoke about the shooting on Sunday, • Judy Hegenauer, representing the • Gary Brennan, SD County Wildlife September 9 before Ice Cube Solana Beach City Council. Federation president concert. • Catherine Blakespear, Mayor City of • Tracy Olcott, B&L Productions • Bob Macomber spoke on need for Encinitas president and Crossroads of the increased awareness of bullying in • Stephen Hill, representing Assembly West Gun Shows general manager schools. member Todd Gloria • Jim Riegelman • Seth Miller spoke on drugs being • Debra Schade, Solana Beach School • John Dupree cause of problems, not guns. Board president, the Board of • Regina Roberts • Lawrence Casey agrees drugs are Trustees. • Wendy Hauffen the problem not the guns • Jim Miller, elected trustee and Cajon • Joseph Gratteau Valley School Board vice president. • Tom Cravey • Kathy Murphy, retired secondary • Jeff Spain administrator from SD Unified • Thomas Venditti • Cindi Clemons, teacher • Doug Anderson • Sally Koblinsky, public health • Andrew Bowers scientist • Tiffany Cheuvront, attorney for B& L • Rose Ann Sharp, Never Again CA Productions • Ira Sharp • Heather Allen • Sheila Sharpe, clinical psychologist • Ryan Holmes • Ellie Topolovac • Debby Cossart • Adele Josepho, board certified • John Ellis, Santee resident psychiatrist and member of • Kevin Burmeister American Psychiatric Association • Robert Mead, Dan Diego resident • Jill Macdonald, Solana Beach School • Gwen Sunderland Board past president, Del Mar • Mark Freeman, Carlsbad resident Foundation past president • Hal Aronson • Jill Cooper, Solana Beach citizen • Bill Wilson • Latha Sundar • Jay Medina • Veronica Seay, on behalf of the • Mark Spektor League of Women Voters of North • John Moore, San Diego resident County San Diego • Ken Anderson • Jim Brown, Encinitas resident • Lincoln Pickard • John Dupree • Mike Johnson • Rachel McHale, Solana Beach • Dave Reed resident • David Kisler • Jennifer Lonbom • Cliff Ireland • Kara Chine • Dick Brooks • Bill Heard • Rick Cohan • Tim McSweeney, Encinitas resident • Edward Sanchez • Jane Stro, Solana Beach resident • Dennis Wauchope • Terry Gaasterland, Del Mar resident
• Kelly Harless
• Thomas Welk
• Juliet Welk
• Vicki King, Solana Beach School Board member
• Carolyn Tager
• Roy Sudeepto
• Krisity Nordini
Page 7
CONTRACTS OVERSIGHT COMMITTEE Consideration of future Gun Shows at the Del Mar Fairgrounds beyond December 31st 2018 Before the vote each of the Directors were able to give their opinions on the proposed Gun Show recommendations. Chief of Security Pat Kerins spoke about how the security works for the Gun Shows and the safety plan the District has in place for the Gun Shows. Deputy Attorney General Josh Caplan was asked by Director Penniman to talk about what the exposure would be for litigation should the recommendations be approved. Directors Schenk, Mead, Sleiman, Haydu Vice President Valdez, President Shewmaker, Directors Barkett and Watson were in favor and voted for the Recommendation as proposed on page 99 of the Board Packet. Director Penniman voted against the recommendation, with an eight to one vote the motion carried.
CONSENT CALENDAR Director David Watson moved for approval of Items A through C on the Consent Calendar.
Minutes, Regular Meeting, August 14, 2018 Out of State Travel Approval 22nd District Agricultural Association (DAA)/ Sponsorship Contracts Approval
Director Kathlyn Mead seconded the motion. Director Penniman asked that a correction to the August Board meeting minutes be made under the Finance Committee as follows: “Director Russ Penniman stated that the recently acquired funding from IBank was used to fund two different projects; the Water Quality project and the replacement of the HVAC chillers in SSRP. Replacement of the chillers is necessary as HVAC equipment in SSRP is over 25 years old. Director Penniman stated that a loan of $8.9 million, of the $18.5 million that IBank originally approved, was obtained to help fund both the water quality and chiller projects.” Directors Frederick Schenk, Kathlyn Mead, Pierre Sleiman, Lee Haydu, Vice President Richard Valdez, President Steve Shewmaker, Directors Russ Penniman, Lisa Barkett, and David Watson were all in favor and the motion carried.
MANAGERS REPORT Events Report CEO Timothy Fennell reviewed the events for September and October 2018 listed on pages 110-113 of the Board Packet.
Other Brian Waterman, Traffic/Events Coordinator for Security, Amy Billburg Equestrian Manager, Rob Phillips, Sr. Maintenance Worker and Mike Garcia Safety Coordinator accepted a proclamation on behalf of the Del Mar Fairgrounds in honor of National Preparedness Month from the City of San Diego for the Fairgrounds dedication in assisting with disaster preparedness, response, and recovery in San Diego County.
COMMITTEE REPORTS
FAIR OPERATIONS COMMITTEE – Frederick Schenk, Chair Director Schenk said that the 2018 SDCF Wrap-Up and the 2019 San Diego County Fair Proposed Theme are tabled until the October Board Meeting.
2018 San Diego County Fair Grounds Stage Entertainment Contracts Director Frederick Schenk moved for approval of the Grounds Stage Entertainment contracts as listed on page 117 of the Board packet. Director Pierre Sleiman seconded the motion. Directors Schenk, Mead, Sleiman, Haydu Vice President Valdez, President Shewmaker, Directors Barkett, Penniman and Watson were all in favor and the motion carried.
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22nd DAA Board Meeting Minutes September 11, 2018 Page 4 of 5
2018 San Diego County Fair Grandstand Entertainment Contracts Director Frederick Schenk moved for approval of the Grandstand Entertainment contracts as listed on page 119 of the Board packet. Director Russ Penniman seconded. Directors Schenk, Mead, Sleiman, Haydu Vice President Valdez, President Shewmaker, Directors Barkett, Penniman and Watson were all in favor and the motion carried.
2019 San Diego County Fair Proposed Dates Director Frederick Schenk moved for approval for the 2019 SDCF proposed dates of May 31 through July 4th, closed all Mondays and Tuesdays in June. Director Kathlyn Mead seconded. Directors Schenk, Mead, Sleiman, Haydu Vice President Valdez, President Shewmaker, Directors Barkett, Penniman and Watson were all in favor and the motion carried.
DMTC LIAISON/SATELLITE WAGERING COMMITTEE – Russ Penniman, Chair DMTC Race Meet Report Wrap Up Josh Rubinstein, President and Chief Operating Officer for DMTC, said that the summer race meet was the safest race meet to date. Total handle was up, out of state participation was up 11 percent and internet wagering was up 8.6 percent. Average horses per race was 8.7.
On another note the Breeders’ Cup was approved to be held at Del Mar in 2021 on November 5th and 6th.
Satellite Wagering Report Nothing to report at this time as Surfside Race Place just reopened on September 6th.
FINANCE COMMITTEE – Russ Penniman, Chair Approval for New IBank Loan Negotiation Director Penniman handed out an update to page 122 of the Board packet that provides a summary of the Estimated Entertainment Venue project costs. Director Penniman moved to authorize CFO Rita Walz to begin negotiating with IBank for a loan of up to $15 million to finance the anticipated costs to remodel SSRP into an entertainment venue and then come back to the Board for final approval of any loan. Director Kathlyn Mead seconded. Directors Schenk, Mead, Sleiman, Haydu Vice President Valdez, President Shewmaker, Directors Barkett, Penniman and Watson were all in favor and the motion carried.
2019 Budget Timeline The 2019 budget discussions begin on September 14 and should be ready for Board approval at the December 2018 Board meeting. (See page 123 of the Board packet.)
Annual Audit Update Director Penniman referred to page 124 of the Board packet and said that the District is still waiting to hear back from CalPERS on the 22nd DAA’s unfunded pension liability for 2017. With that information in hand it is anticipated that the audited financials for 2017 will be finished by November.
CONTRACTS OVERSITE COMMITTEE – Steve Shewmaker, Chair Cirque du Soleil This item was tabled until the October board meeting.
KAABOO AD HOC COMMITTEE – Richard Valdez, Chair CEO Timothy Fennell reviewed the security measures that will be taken to ensure all patrons safety.
FOOD & BEVERAGE COMMITTEE – Lisa Barkett, Chair Premier P&L Statement – July 2018 Director Lisa Barkett referred to page 126 of the Board Packet and reported that sales are up $289,000 for the month of July due to a 4 percent increase in the race meet attendance. There was also an unbudgeted country concert in between the Fair and the race meet that added $169,000 to the sales. Year-to-date client distribution is below budget by $120,000.
Page 9
22nd DAA Board Meeting Minutes September 11, 2018 Page 5 of 5
SSRP ALTERNATIVE USES COMMITTEE – Steve Shewmaker, Chair Surfside Race Place renovation update Gary Reist, Deputy General Manager said the project will go out to bid in October get bids back in November and optimistically start construction in December. The new reduced phased project is forecasted to take eight to nine months to complete.
(At 4:45 p.m. Director Pierre Sleiman had to leave the meeting.)
PUBLIC COMMENT • Kelly McCormick, who works with the local PTA’s, asked that the Board to give the same thoughtful consideration that was given to Gun Shows be given to marijuana events at the fairgrounds and not allow such events to be held.
LEGAL COMMITTEE – Richard Valdez, Chair Committee Report Nothing to report.
CLOSED EXECUTIVE SESSION There was no Executive Session.
DIRECTORS REQUESTS There were no Directors requests.
DIRECTORS CLOSING COMMENTS No closing comments.
ADJOURNMENT There being no further business to discuss, President Shewmaker adjourned the meeting at 4:48 p.m.
______Timothy J. Fennell Secretary/Treasurer TJF: dmo – 09/11/18
Page 10 CONTRACT APPROVAL(S) October 2018
In accordance with the requirements of the Department to Food & Agricultural, Division of Fairs & Expositions, Staff requests approval of the agreement(s) listed below:
Standard Agreements
Contract # Contractor Purpose Term Amount $12,500.00 (AM #1) Amend Contract to Add Noise DAA-18-192-41 AECOM Technical Services, (Total Contract Value Monitoring of Pyrotechnics at 8/01/18 – 12/31/19 AM #1 Inc. Including Amendment 2018 Kaaboo Music Festival $62,318.00)
Page 11
PAGE IV. MANAGERS REPORT – Tim Fennell, CEO will report 12
A. Employee Recognition for “Years of Service” (Informational) 13
B. Events Report (Informational) 14-16
C. Scream Zone Update (Informational) --- Verbal
D. Don Diego Scholarship Foundation Report (Informational) --- Verbal
E. Other (Informational) 17 WFA Article
Page 12 October 2018 Years of Service
Mike Hogan, 20 years of service. Mike was hired as an Exposition Assistant in the Sign Shop of the Exhibits Department on October 2, 1998. In 2000, he was promoted to Exhibit Worker, in 2005 to an Exhibit Specialist, and in 2011 to his current position of Exhibit Supervisor. In his current position, Mike oversees the Sign Shop and its staff who design, produce, and install signage for internally and externally produced events at the Fairgrounds, which includes implementing sales strategies to generate revenue for external clients and on site contractors. Lisa Iaria, 20 years of service. Lisa was hired as an Office Technician in the Horse Show Office on September 8, 1998. On March 2, 2006 she was promoted to a Business Assistant in the same office. Later, on February 16, 2018 she was promoted to her current position of Facility Marketing Representative. In her current position, Lisa oversees all marketing and promotional material produced for the Del Mar National Horse Show, maintains community relations, and negotiated all contracts required for staff and services to produce the Night of the Horse. Lena Jouldjian, 20 years of service. Lena was hired as Assistant Box Office Manager on September 13, 1998. On July 23, 2004 she was promoted to Box Office Manager. Later, on July 16, 2017 she was promoted to her current position of Ticketing Services Director. Reporting to the CEO, she is responsible for planning, organizing, and directing all aspects of the Box Office Department for the annual San Diego County Fair, Scream Zone, Del Mar National Horseshow, and other district- sponsored/interim events. Kelly Schmitz, 25 years of service. Kelly was hired as an Office Assistant in the Concessions Department on October 1, 1993. In 1994 she was promoted to an Office Technician, in 2002 to an Exhibit Representative, in 2007 to an Event Coordinator, and lastly in 2016 to her current position of Exhibit Supervisor. In her current position Kelly plans, organizes, direct, and sells commercial and exhibit concessions space during the San Diego County Fair, Del Mar National Horseshow, Scream Zone, and other events for the District. Carole Carramusa, 30 years of service. Carole transferred to the District as a Maintenance Worker in our Operations Department from the Orange County Fair on September 1, 1988. On April 1, 1990 she was promoted to her current position of Senior Maintenance Worker. In her current position she is a working “lead” in the grandstand of a crew responsible for setting up and striking events, maintaining events, cleaning the facility, and performing minor repairs.
Page 13 EVENTS DEPARTMENT October 2018
DATE: EVENTS: CONTRACT VENUE: AMOUNT: 9/28-10/28 Pinery Christmas Trees (Revenue of $11,320. East/West Dirt Lot Pumpkin Patch listed in September)
9/28-10/31 Scream Zone (District sponsored) Green Lot Haunted House
10/2-3 Informa Rental: $ 14,400.00 Activity Center, Wyland Medical Device Trade Show
10/3-7 Greater San Diego Hunter/Jumper Assoc. Rental: $ 21,375.00 Arena Horse Show Est. Stall: $ 35,190.00
10/5-7 Westward Expos Rental: $ 17,330.00 O'Brien, B.C. N parking lot Fall Home & Garden Show
10/6-7 SDCCU Rental: $ 8,550.00 Main Lot Used Car Sale
10/6 Torrey Pines HS Class of 1978 Reunion Rental: $ 1,500.00 Equus romm Class Reunion
10/6 Foundation for the Children Rental: $ 1,745.00 Paddock, 17 Hands Fundraiser Concert
10/8-11/3 EDCO Waste & Recycling Rental: $ 10,000.00 Seaside Trash Can assemblying & redistribution
10/10-14 West Palms Communications, Inc. Rental: $ 17,282.00 Arena, Training Track Horse Show Est. Stall: $ 51,595.00
10/12-14 Harvest Festival Original Art & Craft Show Rental: $ 26,550.00 O'Brien, Bing Crosby, B.C. Art & Craft Show North parking lot
10/12-13 National Assoc. of Clock & Watch Rental: $ 6,630.00 Wyland Center Trade Show
10/13 The Burn Institute Rental: $ 1,300.00 Paddock, 17 Hands Gala
10/14 March of Dimes Rental: $ 1,700.00 Paddock, 17 Hands Fundraiser Paddock Tavern
10/14 El Classificado Rental: $ 3,900.00 Wyland Center Quinceanera Expo
10/16 San Diego Gulls Foundation Rental: $ 825.00 Paddock Meet & Greet
10/17-21 West Palms Communications, Inc. Rental: $ 20,400.00 Arena Horse Show Est. Stall: $ 56,652.00
10/18-21 Redwood Media Group Rental: $ 14,300.00 Wyland Center Art Show
10/18-21 Pink Classic Qtr. Horse Rental: $ 5,600.00 Horsepark Horse Show Est. Stall: $ 11,000.00
10/19-21 Gem Faire, Inc. Rental: $ 11,700.00 Exhibit Hall Gem Show
10/20-21 Stock & Foil Community Development Rental: $ 9,020.00 O'Brien, B.C. north Parking lot Kids Fair & Expo
Page 14 EVENTS DEPARTMENT October 2018
DATE: EVENTS: CONTRACT VENUE: AMOUNT: 10/20 Nanez, Lesvia Rental: $ 2,600.00 Paddock, Turf Courtyard, Equus Wedding & Reception Veranda
10/20 Perez, Heceliza Rental: $ 1,875.00 Mission Tower Anniversary Reception
10/22-23 Automotive Events Rental: $ 7,400.00 West Lot, Training Track Subaru Training
10/24-28 West Palms Communications Rental: $ 17,282.00 Arena, Training Track Horse Show Est. Stall: $ 4,590.00
10/26-27 Comida Expo Rental: $ 7,100.00 Bing Crosby Hall Food Show
10/26-28 Spooktacular Dressage Rental: $ 6,800.00 Horsepark Horse Show Est. Stall: $ 13,185.00
10/27 Villalpando, Erikka Rental: $ 1,975.00 Turf Courtyard, Celebrity Stes Wedding & Reception Equus, Paddock lnge.
10/27 AE Group Rental: $ 4,200.00 O'Brien Pet Expo
10/27 San Dieguito Cotillion Rental: $ 2,760.00 Mission Tower Cotillion
10/27-28 Frontline Gaming Rental: $ 7,800.00 Exhibit Hall Board Game Competition
(31 Events) vs. (20 Events) 2018 Rental Total: $253,899.00 2017 Rental Total: $ 199,503.07 2018 Est Stall Total: $172,212.00 2017 Est Stall Total: $ 111,680.00 2018 GRAND TOTAL: $426,111.00 2017 GRAND TOTAL: $ 311,183.07
Revenue from Events for the month ending August 31st 2018, which includes event generated revenue from facility rentals, reimbursed costs (equipment, labor and administration fees), food & beverage and parking totaled $6,769,139 as compared to $6,296,857 for 2017, an increase of $472,282, or 7.5% more than the same period last year. Event revenue contributors that were not part of last year's calendar, were T Rex, Ballast Point Brewing Co Meeting/Lunch, Empressa Frias Hispanic Concert, Zinpro Swine Vet Symposium, Zeta Breast Cancer Fund Raiser, Via Sat Employee Company Celebration, Barrett's Horse Auction, Pinner's Conference Consumer Show, Robertson & Brklacich Wedding, Gun Owners PAC Dinner & Autism Tree Project
Page 15 EVENTS DEPARTMENT November 2018
DATE: EVENTS: CONTRACT VENUE: AMOUNT: 11/2-4 Shows USA $ 14,000.00 O'Brien Home Remodel Show
11/2-4 Seasons of the Heart $ 10,650.00 Bing Crosby Décor & Craft Faire
11/5-6 Jackson-Dawson $ 8,000.00 Main Lot Ride & Drive
11/9-11 Snow Jam LLC $ 11,925.00 Exhibit Hall Ski & Snowboard Sale
11/10-11 Greater San Diego Hunter/Jumper $ 1,300.00 Horsepark Horse Clinic Est. Stall: $ 720.00
11/11-12/2DMTC (DMTC sponsored) Fairgrounds, Racetrack Bing Crosby Meet, Live Horse Racing
11/16 Susan G Komen Breast Cancer Found. $ 6,715.00 Main Lot, W. Lot, Sports Club Fundraiser
11/16-18 Calendar Shows, LLC $ 14,525.00 Exhibit Hall Antique Show
11/22-12/1Purdy Tree Farms $ 9,500.00 Main Lot Christmas Tree Sale
Page 16 Page 17
PAGE V. COMMITTEE REPORTS 18
A. Fair Operations Committee – Frederick Schenk, Chair
1. 2018 San Diego County Fair Wrap-Up (Informational) ---
2. 2019 San Diego County Fair Grandstand Entertainment Contracts Approval (Action) 19
3. 2019 San Diego Fair Proposed Theme Logo Approval (Informational/Action) 20
B. KAABOO Ad Hoc Committee – Richard Valdez, Chair
1. KAABOO Wrap Up Report (Informational) - Verbal ---
C. DMTC/Satellite Wagering Committee – Russ Penniman, Chair
1. DMTC Race Meet Report Wrap Up (Informational) 21-22
2. Satellite Wagering Report (Informational) 23-24
D. Finance Committee – Russ Penniman, Chair
1. Approval of NEW IBank Resolution for $15 million (Informational/Action) 25-26
E. Contracts Oversight – Steve Shewmaker, Chair
1. Cirque du Soleil (Informational/Action) 27-63
2. Good Life Seminar Series Contract (Informational/Action) 64-73
F. Food & Beverage Committee – Lisa Barkett, Chair
1. Premier P&L Statement – August 2018 (Informational/Action) 74
G. SSRP Alternative Uses Committee – Steve Shewmaker, Chair
1. Surfside Race Place renovation update (Informational) - Verbal ---
H. Land Use/Environmental/Master Plan Committee – David Watson, Chair
1. Committee Report (Informational) ---
I. Community Relations Committee – David Watson, Chair
1. Committee Report (Informational) - Verbal ---
J. Agriculture/Livestock Committee – Pierre Sleiman, Chair
1. Committee Report (Informational) - Jacky Eshelby will give a Junior Livestock Auction 75-76 Report
K. Legal Committee – Richard Valdez, Chair
1. Committee Report (Informational/Action) ---
Page 18 2019 San Diego County Fair - Grandstand Entertainment Staff requests Board approval of the newly confirmed Grandstand entertainment contracts:
Contract # Date Grandstand Artist Ticket Type Amount Genre
19-1001 Friday, May 31, 2019 Justin Moore Free Show/Paid $150,000.00 Country Floor 19-1002 Saturday, June 01, 2019 Jim Gaffigan Paid Show/Dinner $200,000.00 Comedy Package 19-1003 Thursday, June 06, 2019 The Fab Four Free Show $25,000.00 Oldies/Beatles Tribute Band 19-1004 Sunday, June 23, 2019 Grupo Intocable Free Show/Paid $65,000.00 Hispanic Floor 19-1006 Tuesday, July 2, 2019 Trace Adkins Free Show/Dinner $75,000.00 Country Package 19-1007 Thursday, June 20, 2019 The Tenderloins, Free Show/Dinner $160,000.00 Comedy from TruTV's Package Impractical Jokers 19-1008 Saturday, June 29, 2019 Smokey Robinson Paid Show/Dinner $150,000.00 R&B Package 19-1009 Sunday, June 16, 2019 Mariachi Sol de Free Show/Paid $65,000.00 Hispanic Mexico Floor
Previously Approved: 19-1000 Thursday, July 4, 2019 Brad Upton Free Show $10,000.00 Comedy
Page 19
2019 San Diego County Fair Theme
To: Board of Directors From: Katie Mueller Date: 10/3/18 Subject: Proposed Fair Theme
Discussion / History: Each year, a theme is chosen for the San Diego County Fair. For 2019, staff is recommending approval of Oz-Some! The Fair will be inspired by the world-famous children’s novel written by L.Frank Baum and published in 1900, called The Wonderful Wizard of Oz.
Pros: The theme drives marketing, attendance, programming and entertainment. It makes the fair new and different each year!
Cons: N/A
Fiscal Impact: N/A
Environmental Impact: N/A
Recommended Action: Approval of the theme and logo.
Attachments: None
Page 20 Page 21 Page 22 Surfside Race Place Monthly Board Report, September 2018
Details of day signal* handle, revenue and attendance figures
2018 2017 % Change
Number of racing days 12 10 20 --
Surfside Race Place
Total Attendance 2891 3057 (5)
Total Handle 980,708 844,029 16
Revenue (Handle) $19,614 $16,880
Revenue (Mini Satellites)
Ocean’s 11 Casino $2054 $3016 Gaslamp Quarter $1547 $2247
Revenue (ADW source) $16,080 $15,282
Total Revenue $39,295 $37,425 5
Details of night signal** handle, revenue and attendance figures
2018 2017 % Change
Number of racing nights 9 9
Surfside Race Place
Total Attendance 380 420
Total Handle 211,046 86,795 143
Revenue (Handle) $4220 $1735
Revenue (ADW source) $4379 $4499
Total Revenue $8599 $6234 38 --
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Facility News:
Not since 2015 at Keeneland Race Course in Lexington, Kentucky, has a Breeders’ Cup been hosted by a track outside of California. Last year, Del Mar Thoroughbred Club hosted the most successful Breeders’ Cup in the history of the event measured by total revenues produced. The $25.2M on-track handle at Del Mar bested the previously recorded all-time on-track handle by 21% set just a year earlier at Santa Anita.
This year, the Breeders’ Cup is hosted by Churchill Downs in Louisville, Kentucky. The implications for Surfside is positive: For those who do not travel to Kentucky for the event, our local race fans are most likely to visit Surfside to place their wagers for the 14 Breeders’ Cup races, plus many undercard races. Once again, the 2018 BC edition will be a two-day event: Friday and Saturday, November 2-3.
We are already seeing brisk business at Surfside for reservations in the Saddle Club and the Theatre. Many of our local horses will be the projected favorite for their particular races, including Accelerate in the BC Classic trained by John Sadler, and Game Winner, owned by Gary and Mary West of Rancho Santa Fe, and trained by Bob Baffert. If Game Winner wins the BC Juvenile, he becomes the favorite for the Kentucky Derby in May at Churchill Downs.
Surfside will continue to offer racing from Santa Anita through November 4, then we take a brief hiatus as Del Mar Fall racing season begins on Friday, November 9. Surfside is back in business for Los Alamitos from December 6-16. The new racing year kicks off, as usual, from Santa Anita, with their traditional opening day, December 26.
During the NFL season, we offer a weekly football contest. Our players enjoy this contest and play it religiously.
Page 24
RESOLUTION NO. 2018- 04
RESOLUTION OF THE 22ND DISTRICT AGRICULTURAL ASSOCIATION AUTHORIZING THE EXECUTION OF AN INSTALLMENT SALE AGREEMENT; AND AUTHORIZING THE TAKING OF ANY AND ALL ACTIONS NECESSARY IN CONNECTION THEREWITH
WHEREAS, the California Infrastructure and Economic Development Bank (“IBank”) administers a financing program to assist local governments with the financing eligible projects in accordance with Section 63000 et seq. of the California Government Code (the “Act”);
WHEREAS, the 22nd District Agricultural Association of the State of California (the “District”) desires to provide funds for financing the costs of entitling, permitting, designing, engineering and constructing an entertainment venue within the Surfside Race Place satellite wagering facility located in the Del Mar Fairgrounds. (the “Project”), in an amount not to exceed $15,000,000;
WHEREAS, in order to finance the Project, the District desires to enter into an Installment Sale Agreement (the “Financing Agreement”) with IBank, payable by the District from certain revenues of the District as more particularly set forth in the Financing Agreement;
WHEREAS, the Project is located on the property of the District and its development, construction, acquisition and operation shall inure directly to the benefit of the District in accordance with law and, therefore, it is to the advantage of the District to enter into the Financing Agreement;
WHEREAS, California Government Code 8855 requires the adoption of local debt policies concerning the use of debt and that the contemplated debt issuance is consistent with those local debt policies:
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the 22nd District Agricultural Association as follows:
Section 1. The form of Financing Agreement the District and the IBank, on file with the Secretary of the District, is hereby approved. The principal amount of the Financing Agreement shall not exceed $15,000,000, the interest rate shall not exceed 3.43% per annum and the final payment thereunder shall be not later than December 31, 2049. The President of the Board or General Manager of the District or their designees are hereby authorized and directed to execute and deliver the Financing Agreement in substantially the form on file with the Secretary of the District, with such changes, additions and deletions thereto as such officer may approve, such approval to be conclusively evidenced by the execution and delivery of the Financing Agreement.
Section 2. The Debt Policy on file with the Secretary of the District is hereby approved and adopted by the District.
DOCSOC/1883079v2/200092-0003
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Section 3. All prior actions taken by the District relating to the Financing Agreement are ratified and affirmed. The officers, directors and staff of the District are hereby authorized and directed to do, or to cause to be done, such further acts, and to execute and deliver any and all documents, certificates and agreements with respect to the Financing Agreement, as they may deem reasonably necessary or appropriate to carry out the intents and purposes of this Resolution.
Section 4. This Resolution shall take effect from and after its date of adoption.
I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the 22nd District Agricultural Association in a regular meeting assembled on the 9th day of October, 2018 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Board of Directors this 9th day of October, 2018.
______Timothy J. Fennell, Secretary Board of Directors 22nd District Agricultural Association
DOCSOC/1883079v2/200092-0003
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Cirque Du Soleil
To: President - 22nd District Agricultural Association and Board of Directors From: Gary Reist - Deputy General Manger Paul Blaney – Chief of Expo. Events Date: August 7, 2018 Subject: Cirque Du Soleil
Discussion / History: 2002: Dralion, 2006: Quidam, 2008: Corteo, 2010: Kooza, 2012: Totem
2019 Show Name: Volta Occupation Dates: February 25 – May 17, 2019 (move-in/move-out) Show Dates: April 3 – May 5, 2019
Location: Main Lot
Status: A discussion between District’s Attorney General and Cirque’s legal council took place on July 10th to discuss legal terms in the contract. Cirque is waiting for approval from the Board to execute the agreement.
Pros: First class event giving exposure to the Fairgrounds adding to a diverse year round event portfolio. The event will stimulate the local economy by creating multiple jobs and filling local hotel rooms.
Cons:
None
Fiscal Impact:
Revenues generated from rent, parking and F&B are expected to net the District an excess of $600,000.
Environmental Impact:
None
Recommended Action:
Staff is recommending approval of the Cirque Agreement.
Attachments: See pages 28-63 of the October Board packet
Page 27
RENTAL AGREEMENT(“Agreement”)
This Agreement is effective as of [● insert date ] ( "Effective Date").
BETWEEN: 22ND DISTRICT AGRICULTURAL ASSOCIATION a CALIFORNIA STATE INSTITUTION, whose address is 2260 Jimmy Durante Boulevard, Del Mar, CA 92014, USA.
(hereinafter referred to as the "District")
AND: CIRQUE DU SOLEIL AMERICA, INC. a Delaware corporation, whose address is 6775 S Edmond street suite #300 , Las Vegas, Nevada, 89118, USA.
(hereinafter referred to as "Cirque")
(each of Cirque and District is hereinafter referred to as a “Party” and collectively, as the “Parties”)
WHEREAS Cirque is engaged in the business of producing and presenting live entertainment performances for the public based on a theatrical approach to the circus;
WHEREAS the District is the owner of real property in the city of Del Mar, California;
WHEREAS Cirque desires to rent from the District part of such property to present to the public one of its touring shows (the "Show") and the District desires to rent such property, all on terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:
1. AGREEMENT OF THE SITE
1.1 The District does hereby rent unto Cirque, and Cirque does hereby rent from the District upon the terms and conditions hereinafter set forth, the real property depicted by the hatching on the site plan attached hereto as Schedule 1.1 (“Map of Site”) and referred to as the site on such plan (the "Site"). The District does hereby represent and warrant to Cirque (i) that the District is not party to any agreement which prohibits the District from entering into this agreement with Cirque; (ii) the contemplated Permitted Use (as defined in Section 3 hereof) of the Site by Cirque is in compliance with and does not violate any law, by-law, ordinance, rule, regulation or requirement (including, without restriction, any zoning-by-law) enacted by any competent authority; and (iii) the Site shall be in the same condition as it was on the date of Cirque's inspection mentioned in Section 1.2 below.
1.2 Cirque acknowledges that it has inspected the Site on April 25th 2018 and represents that it is satisfied with the physical condition of the Site. However, Cirque has not tested nor investigated the Site with respect to the suitability of the soil or subsoil of the Site and is relying entirely on the District's representation that such soil or subsoil does not contain any hazardous substances, toxic substances, pollutants,
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contaminants or hazardous waste materials which would prevent Cirque directly or indirectly from using and occupying the Site in accordance with the Permitted Use (as defined in Section 3 hereof).
1.3 Notwithstanding anything to the contrary provided herein, Cirque shall not bear or assume any liability or responsibility for any environmental impacts or damages caused by or traceable to any pre-existing hazardous substances, toxic substances, pollutants, contaminants or hazardous waste materials (collectively "Pre-existing Hazardous Materials") and shall have no obligation to undertake the defense of any claim or action, whether in existence now or brought in the future arising out of the existence of Pre-existing Hazardous Materials nor to undertake environmental response, remediation or clean-up relating to Pre-existing Hazardous Materials.
1.4 District acknowledges and agrees that Cirque may store on the Site any materials including hazardous materials which is necessary to Cirque’ business including the materials listed in Schedule 1.4 (collectively, the “Stored Hazardous Materials”). Notwithstanding anything to the contrary provided herein, the District shall not bear or assume any liability or responsibility for any environmental impacts or damages caused by or traceable to any Stored Hazardous Materials and shall have no obligation to undertake the defense of any claim or action, whether in existence now or brought in the future arising out of the existence of the Stored Hazardous Materials nor to undertake environmental response, remediation or clean-up relating to the Stored Hazardous Materials.
1.5 Cirque agrees that if it becomes aware that the work being performed on the Site by Cirque comes into contact with material that may be considered Pre-existing Hazardous Materials, (collectively “Pre-Existing Hazardous Waste Environmental Situation”), Cirque agrees to promptly notify District. District shall take all necessary steps to remedy to the Pre-Existing Hazardous Waste Environmental Situation, unless agreed otherwise with Cirque. Notwithstanding anything to the contrary provided herein, Cirque shall not bear any responsibility in such case unless this situation is proven of arising directly from the fault or negligence of Cirque.
2. TERM
This Agreement shall come into force on the Effective Date and, unless terminated earlier pursuant to Sections 19 and 24 hereto, shall expire upon the earlier of: (i) twelve o’clock midnight on the date which is the last day of the Occupation Period (as hereinafter defined) or (ii) as soon as Cirque has returned the Site in accordance with the terms of Section 21 and the District has executed the Release form attached as Schedule 21_Bhereto (the "Release”). District grants Cirque the right to use and occupy the Site during the period of February 25th 2019 to May 17th 2019 (the "Occupation Period"). Cirque shall present the Show on the Site from April 3rd, 2019 until May 5th, 2019 (“Performance Period”). District acknowledges that the dates of the Performance Period are tentative and are subject to change at Cirque’s sole discretion. In the event of a change to these dates, Cirque shall promptly notify District. It is agreed and understood between Cirque and District that Cirque will make best efforts to complete the Occupation Period by May 17th 2019, weather permitting.
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3. USE OF SITE
3.1 Permitted Use - The Site shall be used and occupied by Cirque throughout the Occupation Period solely for the purposes of presenting to the public performances of the Show and other activities, including but not limited to the following:
3.1.1 the necessary preparation and installation of Cirque's equipment on the Site for the presentation of the Show, including, without restriction, tents, signs, fences, generators, lighting equipment;
3.1.2 subject to the terms and conditions set forth in Sections 3.7, 3.8, 3.9 and 3.10 the operation of concession stands for the sale of merchandising products and of food stands or restaurants on the Site for the sale and consumption of nonalcoholic and alcoholic beverages and food;
3.1.3 the holding of promotional events by Cirque or its sponsors;
3.1.4 the operation of a ticket box office for the sale of Show tickets; and
3.1.5 the installation of sanitary vans, office trailers and kitchen facilities for the use of Cirque's staff;
3.2 The District acknowledges and agrees that Cirque shall be drilling approximately 1000 - 1200 holes in average 5’ deep by 2’’ in diameter in the ground of the Site for the setting-up and installation of the above-mentioned equipment. Cirque agrees to restore the Site to its pre-existing condition at the conclusion of the Occupation Period, or upon any earlier termination of this Agreement pursuant to Sections 19 and 24, as provided in Section 21 below.
3.3 Site Vehicle Access and Other Events on District’s Premises - All Cirque's vehicles and other vehicles required by Cirque in connection with the Show shall at all times during the Occupation Period be provided with full and uninterrupted access to the Site and have the right to circulate freely on the Site. All vehicles must obey the posted speed limit of 15 mph and comply with the direction and instruction of District parking staff in connection with Regular Parking Facilities and VIP Parking Facilities as defined under Section 8 herein.
3.4 All activities and rights described in Section 3.1 to 3.3 shall be collectively referred to as the "Permitted Use").
3.5 Location of Cirque Installations - Before the first day of the Occupation Period, Cirque shall provide the District with a “Site Plan” setting forth the location of Cirque's installations and equipment on the Site, including, without restriction, the location of Cirque's tents, ticket box office, concession and food stands, office trailers and vans, which site plan shall be attached hereto as Schedule 3.5 referred to herein as the “Site Plan”. District acknowledges that the Site Plan is tentative and is subject to change at Cirque’s sole discretion. In the event of a change, Cirque shall promptly notify District.
3.6 DistrictCirque acknowledges that the District will have other events occurring on its premises (other than on the Site) during the Occupation Period (the “Other Events”) which Other Events are set forth in Schedule 3.6. Nevertheless, the District
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represents, warrants and covenants that no such Other Events shall interfere with the performances of the Show nor materially interfere with any other of Cirque’s Permitted Use of the Site during the Occupation Period. Cirque agrees that it will not interfere with those Other Events in respect to traffic control, and will comply with all reasonable requests of the District to keep any vehicles from interfering with any of these Other Events. No later than the first day of each month of the Occupation Period, District will provide Cirque with a complete list of Other Events for such beginning month.
3.7 Product Use, Sales, Displays – The District acknowledges and agrees that Cirque shall, at all times throughout the Occupation Period, have the right to sell, use or display any goods or products on or from the Site and to grant to third parties the exclusive right to sell, use or display any goods or products on or from the Site, save and except for tobacco products and products in the Exclusive Products Categories (as provided below). Cirque shall, at all times and without restriction, except for products in the Exclusive Products Categories and tobacco products, have the right to promote, advertise and display anywhere on the Site during the Occupation Period (i) the goods and products and the name and logo of any third party with whom Cirque has entered into any agreement relating to the sale and use of such products by Cirque on or from the Site; (ii) the goods and products and the name and logo of any sponsor of the Show; and (iii) the name and logo of any charity organization with which Cirque is associated. For greater clarity, the District understands and agrees that subject to Sections 3.8 and 3.9, it shall not be entitled to any of the revenues from the sale of any goods or products on the Site during the Occupation Period. Cirque acknowledges and agrees that District has entered into an exclusivity agreement with a third party for the sale of products in the categories listed in Schedule 3.7 (“Exclusive Products Categories”). If Cirque wishes, in its sole and absolute discretion, to sell products in the Exclusive Products Categories, Cirque shall only be entitled to sell, on the Site for the Occupation Period, the products listed in Schedule 3.7. Except as otherwise provided in Section 3.8 and 3.9, District represents and warrants to Cirque that District has not and will not enter into any exclusivity agreement, including for the provision of catering, alcohol, security or any other on-Site services, or sponsorship agreements concerning the Site during the Occupation Period.
3.8 Concession Tents and Alcoholic Beverages - Cirque acknowledges that the use of District’s in-house catering company, Premier Food Services, (“District’s Catering Company”) alcohol permit is required in order to sell alcoholic beverages in the concession tents on-site. If Cirque decides to use District’s Catering Company in the concession tent on-site, the Parties shall negotiate and enter into a separate agreement which will contain the complete details of all products, staffing, equipment, costs and points of sales.
In the event that Cirque is unable to reach an agreement with the District’s Catering Company for the sale of alcoholic beverages in the concession tents during the Occupation Period, whereby Cirque would be entitled to forty percent (40%) of the gross revenues of the sales of hard liquor and spirit bases drinks and thirty percent (30%) of the gross revenues of the sales of beer, wine and sparking products, then Cirque understands and agrees that it shall not be permitted to sell alcoholic beverages in the concession tents. However, for greater clarity, the Parties acknowledge and agree that, if Cirque is unable to reach an agreement with District’s
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Catering Company, Cirque shall remain entitled to sell food and non-alcoholic beverages in the concession tents, subject to Section 3.7 above.
3.9 Catering Services, VIP Tent and Alcoholic Beverages – Cirque acknowledges that: (i) the use of District’s Catering Company’s alcohol permit is required in order to serve alcoholic beverages in the VIP tent; and (ii) District has granted to District’s Catering Company an exclusivity on the provision of VIP catering services in the VIP tents. If Cirque decides to use District’s Catering Company in the VIP tents, the Parties shall negotiate and enter into a separate agreement which will contain the complete details of all products, staffing, equipment, costs and points of sales.
If Cirque and District’s Catering Company are unable to reach an agreement in such respect then Cirque understands and agrees that it shall not be permitted to serve alcoholic beverages in the VIP tents or hire a third party to provide catering services in the VIP tents.
3.10 Employee Cafeteria - Cirque shall be entitled to manage and operate the employee cafeteria located on–site, at no charge to Cirque. For greater clarity, District shall not be entitled to any revenues incurred therefrom.
4. RENT, DAMAGE DEPOSIT AND COMPLIMENTARY TICKETS
4.1 Rent
4.1.1 In consideration for the rights granted to Cirque herein, Cirque shall pay to the District an amount of One Hundred and Sixty Thousand United States Dollars (US$160,000) (the "Rent"). The Rent will be payable as follows: (i) One Hundred Thousand United States Dollars (US$, 100,000) shall be paid due upon execution of this Agreement or Thirty 30 ) days after the execution of this Agreement provided the agreement is signed at least 120 days prior to the occupation period.; Thirty Thousand (US$ 30,000) due on the first day of the occupation period and and (ii) ThirtyThousand (US$ 30,000) shall be paid before the last performance day. The Parties agree that any payment of the Rent shall be subject to Cirque receipt of an invoice at least forty-five (45) days theretofore.
4.1.2 Cirque shall be responsible for the payment of any and all possessory interest, sales, use, goods and services, value-added, excise tax and / or any other applicable tax(es), with respect to the goods and services it will receive from District under this Agreement (“Taxes”). District shall invoice the amount of any such Taxes which it has the obligation by law to collect from Cirque and shall remit all Taxes collected under this Section 4.1.2 to the appropriate governmental authorities. Neither Party shall be responsible for the other Party’s taxes on net or gross income capital.
4.1.3 Should any compensation payable by Cirque to District be subject to withholding taxes, Cirque shall retain the appropriate amount and shall remit such amount to the applicable governmental authorities. The Parties agree to cooperate with each other to obtain the appropriate certificates of reduction or exemption of taxes, wherever applicable.
4.2 Damage Deposit
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4.2.1 Cirque will deposit Twenty Thousand United States Dollars (US$20,000) as a deposit (Deposit”) which shall be reimbursed ten (10) days after the execution of the Release. The Damage Deposit shall be deposited by Cirque to the District on the first day of the Occupation Period if District submitted an invoice to such effect at the latest forty-five (45) days earlier.
4.2.2 The Deposit shall be used by District: (i) solely to cover reasonable costs incurred by District arising from agreed expenses by Cirque due to a breach of the accepted obligations of the Agreement; (ii) after having notified Cirque in writing of such breach; and (iii) after Cirque having failed to remedy such breach within forty-five (45) days from receipt of the invoice with all the details of the expenses.
4.2.3 In the event of Cirque terminating this Agreement in accordance with this Agreement before the beginning of the Occupation Period or during the Occupation Period, Cirque shall be entitled to recover the Damage Deposit from District in accordance with the provisions of this Section 4.
4.3 Complimentary Tickets
4.3.1 District shall receive a total of thirty (30) tickets for the first performance (“First Performance”) of the Show on the Site scheduled to occur on March 27th 2019 (“First Performance Tickets”).
4.3.2 The location for the seats for the First Performance Tickets shall be determined by Cirque. District acknowledges and agrees that the First Performance Tickets are for gratis distribution, to be distributed at District’s sole discretion. In addition, District shall not offer First Performance Tickets mentioned in this paragraph in a sweepstake organized by District or any third party.
4.3.3 District undertakes to use best efforts to return to Cirque, at least seven (7) calendar days before the First Performance, any of the First Performance Tickets provided by Cirque that shall not have been distributed by District at that time. District acknowledges and agrees that no consideration will be paid to District for the returned First Performance Tickets.
4.3.4 In the event this Agreement is terminated in accordance with Section 19 or 24 before the beginning of the Occupation Period, Cirque shall have no obligation to provide District with the First Performance Tickets. In the event this Agreement is terminated in accordance with Section 19 or 24 during the Occupation Period, District shall return to Cirque any First Performance Tickets provided by Cirque for any performance of the Show occurring after the effective date of termination.
5. INSURANCE
5.1 Site Insurance
Not less than five (5) days before the beginning of the Occupation Period, Cirque shall obtain, at its sole cost, and deliver to the District, certificates of insurance evidencing ownership of a comprehensive general liability insurance for bodily injury and property damages, with a combined single limit of not less than One Million United States Dollars (US$1,000,000) per occurrence, and an automobile liability policy with a limit of not less than One Million United States Dollars (US$1,000,000) per accident. Cirque shall cause
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its insurance carrier to name District and the State of California as an additional insureds on its comprehensive general liability policy mentioned above, and shall provide the additional insured endorsements to District no later than five (5) days before its initial occupation of the Site. The policy shall be primary and non-contributing to District’s own general liability insurance policy. Within fifteen (15) business days of the cancellation and/or expiration of any policy required under this Agreement, Cirque shall provide adequate replacement certificates and additional insured endorsements in compliance with this paragraph.
6. UTILITIES
The District represents and warrants that the soil of the Site does not contain any underground utilities except for public utilities. The District waives any claims against Cirque for damages arising from the striking by Cirque of any underground utilities other than public utilities.
7. IMPROVEMENTS, PUBLIC SERVICES AND OTHER SERVICES
7.1 Utilities - The District shall be solely responsible for providing at the Site the utilities and services described in Schedule 7.1 attached hereto. The District represents and warrants that the utilities shall be in good working order throughout the Occupation Period.
7.2 Site Work - Cirque shall be entitled to make, at its own cost and expense, all the improvements and modifications to the Site, which are set forth under the site work schedule attached hereto as Schedule 7.2 (the “Site Work”) which Site Work may be required for the Permitted Use. Cirque agrees that all such improvements and modifications to the Site will be in compliance with all laws, ordinances and regulations, and Cirque will be solely responsible for obtaining, at its own cost and expense, any and all permits required for any improvements permitted under this section.
8. PARKING FACILITIES
8.1 Regular Parking Facilities - During the Occupation Period, the District shall provide and be responsible for the off-site parking areas depicted by the hatching on the parking plan attached hereto as Schedule 8.1 and referred to as the "Regular Parking Facilities" on such plan, for parking of Cirque’s Show spectators’ vehicles. During the Occupation Period, the District has exclusive control of and responsibility for the Regular Parking Facilities and traffic control management on or adjacent to the Regular Parking Facilities and shall make all required arrangements related thereto. Cirque shall not be entitled to any revenues in connection with the operation of the Regular Parking Facilities by District during the Occupation Period. Cirque shall not be required to pay any costs related to the provision of said parking. In addition, the District shall, at no charge to Cirque, provide Cirque with 100 parking passes for parking on the Regular Parking Facilities which shall be valid every day during the Occupation Period. District shall charge a parking fee not to exceed Seventeen United States Dollars (US$ $17.00) per Cirque’s patron vehicle that shall use the Regular Parking Facilities during the Occupation Period.
8.2 ADA Parking Facilities - During the Occupation Period, the District shall provide twenty (20) spaces for vehicles of ADA patrons at the closest proximity to the public
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entrance of the Big Top. This area is depicted by the hatching on the parking plan attached hereto as Schedule 8.2 and referred to as the "ADA Parking Facilities".
8.3 VIP Parking Facilities - During the Occupation Period, the District shall also provide and has exclusive control of and responsibility for the VIP parking facilities and traffic control management on the area depicted by the hatching on the parking plan attached hereto as Schedule 8.3 and referred to as the "VIP Parking Facilities" on such plan. Such VIP Parking Facilities shall offer at least one hundred (100) separate parking spaces for use of Cirque’s Show VIP spectators’ vehicles, for any given performance. VIP Parking Facilities shall be clearly identified by the District and shall be provided at no cost to VIP spectators. Cirque agrees to pay District a fixed all- inclusive amount of Ten United States Dollars (US$ 10) per VIP spectator vehicle (the “VIP Parking Fee”) that shall use the VIP Parking Facilities during the Occupation Period. Cirque shall provide District with an estimated number of VIP parking spaces needed for each performance, at least forty-eight (48) hours in advance of said performances. Cirque shall only be required to pay District for the actual number of VIP parking spaces used. This amount shall be paid to District every two (2) weeks commencing two (2) weeks following the first performance of the Show subject to the receipt of invoices from District.
8.4 Liability - Cirque shall not be responsible or liable for any event or activity on the Regular Parking Facilities, ADA Parking Facilities and the VIP Parking Facilities (collectively “Parking Facilities”) (including any expenses to be incurred in managing and operating such parking operation) save and except for such liability that may arise solely from the actions of Cirque or its agents, or employees. Notwithstanding Section 19.1 of this Agreement, parking activities under this Section including traffic control management on or adjacent to the Parking Facilities shall be the sole responsibility of the District who hereby agrees to indemnify and hold Cirque and its employees, agents and assigns harmless from and against any and all loss, cost, liability, damage and expense (including reasonable attorneys fees) arising from the District’s parking activities including traffic control on or adjacent to the Parking Facilities. Not less than five (5) days before the beginning of the Occupation Period, District shall obtain, at its sole cost, and deliver to Cirque, certificates of insurance evidencing ownership of a comprehensive general liability insurance for bodily injury and property damages, with a combined single limit of not less than One Million United States Dollars (US$1,000,000) per occurrence, including contractual liability, cross liability, garage keepers liability, and products and completed operations liability.
9. PERMITS
Cirque shall obtain and maintain, at its own costs and expense, all necessary permits, licenses and approvals required for the Permitted Use during the Occupation Period and the District shall cooperate with Cirque in doing so. However, all permits or equivalent authorizations as may be required to support or confirm the representations and warranties made under Sections 1.1 and 1.2 hereof shall be applied for and obtained by the District.
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10. PEACEABLE ENJOYMENT
The District agrees that Cirque, upon paying the Rent and observing and performing all the obligations herein contained, may peacefully and quietly enjoy the Site during the Occupation Period.
11. EXCLUSIVITY
The District represents, warrants and covenants to Cirque that no other circus-type events will be performed on or from the real property owned by the District during the Occupation Period and for at least twelve (12) weeks prior and after the Occupation Period.
12. COMPLIANCE
Cirque, in the performance of its activities hereunder, shall comply with all laws, ordinances, rules and regulations having jurisdiction over the Site. The District, in the performance of its obligations hereunder, shall comply with all laws, ordinances, rules and regulations having jurisdiction over the Site.
13. LIENS
13.1 Cirque acknowledges and agrees that Cirque has no authority to, and that Cirque shall not cause or permit any lien or encumbrance of any kind to attach to the Site.
13.2 Should the District create, cause or permit any lien or encumbrance of any kind to attach to the Site, the District shall obtain a commitment from the beneficiary of such lien, in a form acceptable to Cirque, not to exercise any of its rights on Cirque's equipment and property.
14. DISTRICT'S ACCESS TO THE SITE
The District shall have the right to enter upon the Site at all reasonable times and upon reasonable notice to Cirque and provided that it shall be accompanied by a Cirque employee, except in the case of an emergency if a Cirque employee is not available at that time.
15. SIGNS
Cirque shall be entitled to erect, at its own cost and expense, signs and banners on the Site. Cirque shall bear the cost of the installation, repair, maintenance and removal of any such signs and banners. Cirque agrees that all signs and banners will be in compliance with all laws, ordinances and regulations, and Cirque will be solely responsible for obtaining, at its own cost and expense, any and all permits required for any signs and banners permitted under this section. Cirque has provided to District a list of its sponsors as attached hereto as Schedule 15 (the “List of Sponsors”) who shall be displayed at the Site and District has approved of such sponsors. District represents and warrants to Cirque that the activities of such sponsors do not compromise the marketing activities of the sponsoring partners of District and that such sponsors can be advertised and their products can be used, advertised, displayed and/or sold on the Site. Cirque can, from time to time after the execution of the Agreement and at its own discretion, change or add one or more sponsors to the List of Sponsors and change the rights and benefits granted to them.
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16. TICKETING
District acknowledges and agrees that Cirque shall have the right, in its sole and absolute discretion, to choose and utilize any and all ticket agencies (collectively, the “Ticket Agencies”) for the sale of tickets of the Show. District represents and warrants to Cirque that District is not party to, is not aware of, and will not enter into or permit the entering into of, any agreements, including any ticketing agreements that would conflict with Cirque’s right to utilize any and all Ticket Agencies.
17. TRADEMARKS
Cirque acknowledges that the name "Del Mar Fairgrounds" is the sole and exclusive property of the District and its affiliates and is the District's or its affiliates' duly registered and established trade and service mark (the "District Mark"). Accordingly, the District grants Cirque a non-exclusive license, from the date hereof until the end of the Term, to use the District Mark in all communications, advertising and promotional materials pertaining to the presentation of the Show and for no other purpose.
The District acknowledges that the name "Cirque du Soleil" and the title, logo, visuals and other marks of the Show are the sole and exclusive property of Cirque and its affiliates and are Cirque's or its affiliates' duly registered and established trade and service marks (collectively the "Cirque Marks"). The District may not use such Cirque Marks for any purpose without Cirque’s prior written approval, which may be withheld in Cirque’s sole discretion.
18. UNION
No union contracts applicable to the District or the Site will bind the Cirque or will interfere with Cirque's activities during the Occupation Period.
19. TERMINATION
19.1 Termination by the District - In addition to its other rights at law, in equity or otherwise, the District shall be entitled to terminate this Agreement without further formality, in which case Cirque shall within seven (7) days vacate the Site, upon the occurrence of any of the following events:
19.1.1 the failure by Cirque to comply with or perform any term, condition, covenant and to cure such event within seven (7) days after the District gives Cirque written notice of such default;
19.1.2 any representation made or warranty given by Cirque hereunder shall prove to be untrue in any material respect;
19.1.3 the appointment of a receiver, receiver-manager, trustee, liquidator or custodian is duly appointed to administer all or a substantial part of the business of Cirque, which appointment is not vacated within thirty (30) days; or
19.1.4 the making by Cirque of a general assignment or attempted assignment for the benefit of creditors which has not been withdrawn within thirty (30) days of its filing or the filing by Cirque of a voluntary petition of bankruptcy or is petitioned
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into bankruptcy and such petition has not been dismissed, stayed or withdrawn within thirty (30) days of its filing.
19.2 Termination by Cirque - In addition to its other rights at law, in equity or otherwise, Cirque shall be entitled to terminate this Agreement without further formality upon the occurrence of any of the following events:
19.2.1 the failure by Cirque to obtain any of the required permits, licenses, authorizations or consents for the Permitted Use;
19.2.2 the failure by the District to comply with or perform any term, condition or covenant and to cure such event within seven (7) days after Cirque gives the District written notice of such default;
19.2.3 any representation made or warranty given by the District hereunder shall prove to be untrue in any material respect;
19.2.4 the appointment of a receiver, receiver-manager, trustee, liquidator or custodian is duly appointed to administer all or a substantial part of the business of the District, which appointment is not vacated within thirty (30) days; or
19.2.5 the making by the District of a general assignment or attempted assignment for the benefit of creditors which has not been withdrawn within thirty (30) days of its filing or the filing by the District of a voluntary petition of bankruptcy or is petitioned into bankruptcy and such petition has not been dismissed, stayed or withdrawn within thirty (30) days of its filing.
19.3 Termination Before Occupation Period - In the event of Cirque terminating this Agreement before the beginning of the Occupation Period for any of the reasons set forth in 19.2.1hereof, the District shall be entitled to retain the first installment of the Rent paid by Cirque pursuant to Section 4.1.1 (i). Cirque shall have no obligation to pay to the District any other amount which would have otherwise been payable under this Agreement.
19.4 Termination During the Occupation Period - In the event of Cirque terminating this Agreement during the Occupation Period for any of the reasons set forth in Section 19.2 hereof, then the Rent to which the District shall be entitled shall be reduced (“Reduced Rent”) on the basis of the number of days during which Cirque occupied the Site before the effective termination date (“Actual Occupation Period”).
19.5 In addition to Cirque’s rights of termination provided in Sections 19.2 and 19.3, Cirque may, at all times and at its sole discretion, without cause and upon giving a sixty ( 60) day written notice to District, terminate this Agreement by paying to District, as of the termination date, a rent on a pro-rata basis of the number of days during which Cirque occupied the Site before the effective termination date.
19.6 Time to vacate - In all and any cases of termination of the Agreement, District acknowledges and agrees that Cirque shall need a seven (7) calendar days period to vacate the Site.
20. INDEMNITY
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20.1 Cirque hereby agrees to indemnify and hold harmless the District, its affiliates and their respective directors, officers and employees from and against any and all claims, suits, expenses, damages or other liabilities, including reasonable legal fees, arising out of, or related to the breach by Cirque of any material representations or warranties made by Cirque in this Agreement and any personal injury or property damages arising out of or in connection with Cirque's use of the Site except to the extent that the cause is ascribable to the sole negligence or willful misconduct of the District, its employees or agent.
20.2 The District hereby agrees to indemnify and hold harmless Cirque, its affiliates and their respective directors, officers and employees from any and all claims (including personal injury or property damages), suits, expenses, damages or other liabilities, including reasonable legal fees, arising out of the breach by the District of any of its obligations or representations or warranties made by the District in this Agreement.
20.3 All representations, warranties and indemnities given under this Agreement shall survive the termination of this Agreement.
21. RETURN OF SITE
At the end of the Occupation Period or upon earlier termination of this Agreement, Cirque shall remove from the Site all tents, equipment and other personal property placed by it on the Site and return the Site to the District in the same condition in which it was when Cirque first entered the Site, except for normal wear and tear and any destruction of the Site occasioned by an event of force majeure (as defined in Section 24 below). On the last day of the Occupation Period, a duly authorized representative of the District and of Cirque shall together inspect the Site to evaluate the state of the Site. After such inspection, both representatives shall establish in writing any repair to be done by Cirque, the time schedule to perform such work and the inspection date of such work by completing the inspection form attached hereto as Schedule 21-A. If the District is satisfied with the return condition of the Site, the District agrees to sign the Release form attached as Schedule 21-B hereto.
22. SUBLEASING AND ASSIGNMENT
22.1 Cirque shall have no right to assign its rights hereunder or to sublease the Site, unless Cirque shall have obtained the prior written consent of the District to such assignment or sublease, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing in this Section 22 shall prevent Cirque from assigning or subleasing its rights hereunder, without the District's consent, to any corporation which controls, is controlled by or is under the same control as Cirque.
23. THE DISTRICT SHALL HAVE THE RIGHT TO SELL OR OTHERWISE TRANSFER OR DISPOSE OF THE SITE, OR TO ASSIGN THIS AGREEMENT OR ANY INTEREST OF THE DISTRICT HEREUNDER, PROVIDED THAT THE PURCHASER OR ASSIGNEE ASSUMES THE AGREEMENT AND THE OBLIGATIONS OF THE DISTRICT HEREUNDERNOTICES
23.1 All notices, demands, consents, requests or waivers required or permitted to be given or made hereunder shall be in writing and shall be delivered by hand or mailed by prepaid registered mail or sent by fax or by email, addressed:
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if to the District, as follows:
Del Mar Fairgrounds Attention: Paul Blaney Telephone: 858-792-4219 Fax: (858) 792-4287 Email – [email protected]
if to Cirque, as follows:
CIRQUE DU SOLEIL INC. Attention: Finn Taylor 8400 2nd Avenue Montreal (Quebec) H1Z 4M6 Email:[email protected]
Senior Vice President, Touring Shows Telephone: (514) 722-2324
with a copy to :
Chief Legal Officer, Business and Legal Affairs Cirque du Soleil Inc. 8400 2e Avenue Montreal (Quebec) H1Z 4M6 Telephone: (514) 722-2324 Fax: (514) 723-7617 Email: [email protected]
Any such notice, demand, consent, request or waiver, if delivered, shall be deemed to have been given on the date of delivery, if mailed, on the third (3rd) business day following the date of mailing thereof as aforesaid and if sent by fax, on the first (1st) business day following the day of delivery thereof by fax or by email. Either party may change its address, fax number or the name of the person indicated as the recipient by notice to the other in the manner aforesaid. In the event of interruption or threatened interruption in postal service, such notice shall be delivered addressed as aforesaid or sent by fax.
24. FORCE MAJEURE
24.1 In the event that the Site, or any portion thereof, shall be destroyed or damaged, Districtby fire or other calamity so as to prevent the use of the Site for the Permitted Use, or if the Site cannot, at the commencement of or during the Occupation Period, be used for the Permitted Use due to strikes (other than strikes of Cirque's employees), acts of God, national emergency, governmental or quasi-governmental orders and directives, or other events beyond the control of either of the parties
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hereto (“Force Majeure”), the termination process set forth in Section 24.2 shall apply.
24.2 In the event a party is prevented from performing its obligations further to the event of Force Majeure (“Party under Duress”) shall immediately give notice in writing of any such event of Force Majeure to the other party. Within three (3) business days after the notice has been sent, the Party under Duress shall prepare and provide to the other party a written contingency plan that will allow the Party under Duress to fulfill its obligations under this Agreement. The other party may, at its sole discretion, accept or reject the contingency plan, if it considers such contingency plan unreasonable. Should the other party reject the contingency plan or should the Party under Duress fail to provide such plan within the said delay or comply with such plan, this Agreement shall be considered as terminated.
24.3 Notwithstanding anything to the contrary, should the Agreement be terminated in accordance with this Section, Cirque shall have the right to pay to District a rent on a pro-rata basis of the number of days during which Cirque occupied the Site up to the event of Force Majeure. In the event Cirque has made any payment over and above the amount due to the District under this Section 24.3, such payment shall be returned to Cirque.
25. ITINERANT MERCHANT District represents that it shall use its best efforts to prevent any itinerant merchant to sell, within the existing Del Mar Fairgrounds parking lot and within two hundred (200) meters of the Site, any product that might enter in competition with foods, drinks or merchandise sold by Cirque on the Site.
26. MISCELLANEOUS
26.1 Governing Law and Severability - This Agreement shall be construed by and governed in accordance with the laws applicable in the State of California. If for any reason whatsoever any term, obligation or condition of this Agreement or the application thereof to any person or circumstance is to any extent held or rendered invalid, unenforceable or illegal, then such term, obligation or condition shall be deemed severable and divisible from the remainder of this Agreement and its invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of the Agreement or any part thereof and such term, obligation or condition shall continue to be applicable to and enforceable against any other person or circumstance other than those to which it has been held or rendered invalid, unenforceable or illegal.
26.2 Publicity and Use of Intellectual Property: Unless required by law, neither party shall make any public announcement or issue any release concerning this Agreement and/or transactions contemplated hereby. District shall not use the name, trademarks or any other intellectual property of Cirque in any advertising, promotional materials or for any other reason, without Cirque’s prior written consent, which consent may be withheld at Cirque’s sole discretion. In the event that District owns a trademark on the name of the Site (“District Trademark”), during the Agreement, District grants to Cirque a non-exclusive license to use District Trademark in all communications, advertising and promotional materials pertaining to the presentation of the Show and for no other purpose. The obligations set forth in this Section 26.2 shall survive the termination or expiration of this Agreement.
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26.3 Waiver - No waiver, whether written or tacit, of any remedy or provisions of the present agreement shall be deemed to constitute a waiver of any other provision hereof or a permanent waiver of the provision concerned, unless otherwise stated in writing by the party to be bound thereby.
26.4 Extended Meanings - Words importing the singular number only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender, and words importing persons shall include firms and corporations. The descriptive headings are included only for the convenience of the parties and shall not be deemed to form part hereof.
26.5 Independent Contractors - Notwithstanding any provisions of this Agreement, nothing in this Agreement shall be construed as constituting Cirque the mandatory of the District or as creating the relationship of principal and agent or of partnership or of joint venture or as creating any other relationship between the District and Cirque other than that of landlord and tenant.
26.6 Publication of Agreement - Upon the written request of Cirque, the District undertakes to file, register or publish all of Cirque's rights pursuant to this Agreement in all relevant public registers and to provide Cirque with a certified statement of such filing.
26.7 Entire Agreement and Precedence- This Agreement together with the Schedules referred to herein set forth the entire agreement and understanding between the parties concerning the rent of Site and supersedes all previous oral or written communications, proposals and agreements in respect thereof. No subsequent alteration, amendment, change or addition to this agreement shall be binding upon the District or Cirque unless in writing and duly signed by Cirque and the District.
26.8 Accessory agreement and documents - Each of the parties shall, at the request of the other, execute all such agreements, instruments and documents as shall be necessary to give effect to the present Agreement or to facilitate its application and execution.
26.9 Counterparts - The present agreement may be executed in one or more counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same instrument.
26.10 Successors and Assigns - All rights and liabilities herein granted to or imposed upon the respective parties hereto extend to and bind the successors and assigns of the District and the permitted successors and assigns of Cirque, as the case may be. No right, however, shall ensure to the benefit of any assignee or successor of Cirque unless such successor or the assignment to such assignee has been made in accordance with Section 22 hereof.
26.11 Confidentiality –This Agreement is a public document under the California Public Records Act ("CPRA", Govt. Code, section 6250, et seq.). If a request for this Agreement is made under the CPRA, the District will, within two (2) business days of receipt of District will provide a copy of the CPRA request to Cirque. Except as otherwise required by law, no other disclosure of the Agreement shall be made by the District without obtaining Cirque’s prior written approval.
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IN WITNESS WHEREOF, this Agreement has been executed on the ____ day of ______, 2018.
22ND DISTRICT AGRICULTURAL ASSOCIATION CIRQUE DU SOLEIL AMERICA, INC.
By: By: Name: Tim Fennell Finn Taylor Title: General Manager Senior Vice President, Touring Shows
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SCHEDULE 1.1
MAP OF SITE
Page 44
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SCHEDULE 1.4
CIRQUE’S HAZARDOUS MATERIALS
PRE-APPROVED MATERIALS Propane for Forklifts:
- Thirty (30) propane tanks (20 KG) will be used for forklifts and propane heaters; - The propane tanks will be provided by a local licensed supplier; - The propane tanks will be refilled every 15 days; - The delivery will be done in the morning and never when the general public is on the Site; - The propane tanks will be caged in and kept in one location only subject to applicable laws, regulations, codes and ordinances; - A no-smoking zone will be enforced around the propane tanks and no-smoking signs will be installed in the said zone.
Diesel:
- 10,000 Liter of diesel in trailer mounted generators with double wall tanks; - UL 142 listed; - A total of 3 standby generator trailers will be parked on site; - Fuel deliveries will be done by a local licensed supplier three (3) times a week; - Fuel deliveries will be scheduled in the morning and never when the general public is on the Site.
Welding and Cutting Gas
- Minor welding work is done on site for maintenance of our equipment subject to applicable laws, regulations, codes and ordinances; - The welding work will be rendered by a local licensed supplier - 2 Oxygen tanks compressed (K size) - 2 Acetylene, dissolved (WS size) - 2 Pure Argon (T size)
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Page 47
SCHEDULE 3.5
SITE PLAN
Page 48
Page 49
SCHEDULE 3.6
OTHER EVENTS
Page 50
SCHEDULE 3.7
EXCLUSIVE PRODUCTS CATEGORIES
FOR PEPSI:
1. Soft drinks
Pepsi owned brands of beverages include: Pepsi, Diet Pepsi, 7Up, Diet 7 UP, Orange Crush, Canada Dry ginger ale, Mug root beer, Mountain Dew, Dr. Pepper.
2. Pre-Bottled Water (with or without gas)
Pepsi owned brands of beverages include Culligan
3. Isotonic beverages
Pepsi owned brands of beverages include: All Sport and Gatorade.
4. Bottled juices
Pepsi owned brands of beverages include: Dole juices, Tropicana Twister, SoBe etc.
5. Iced teas
Pepsi owned brands of beverages include:Lipton and Brisk iced tea.
FOR AQUAFINA:
Pre-Bottled Spring Water (without gas)
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SCHEDULE 7.1
UTILITIES AND SERVICES
1. WATER
Water connection to be provided at the site as shown on the map attached to this Schedule 7.1 and referred to as the “Water and Sewer Connections”. Water shall be potable. District cannot guarantee the water pressure, flow rate or minimum diameter at the connection point.
Instead of a water meter, District shall charge Cirque a flat fee for the Occupation Period of Fifteen hundred dollars ($US 1500.00) for the water consumption to be invoiced and paid separately after the water disconnection.
2. SANITARY SEWER:
Sewer connection (inlet) to be provided at the site as shown on the map attached to this Schedule 7.1 and referred to as the “Water and Sewer Connections”.
Minimum diameter at connection point (hook up): 4 inches
3. TELEPHONE BOX:
Telephone box located on or adjacent to the Site that must have a minimum of fifty (50) points of entry. Cirque shall make all required arrangements with the In-House Telephone Department, in order to obtain telecommunications services and shall coordinate the installation process with the District. Cost of telephone lines to be paid by Cirque.
Page 52
SCHEDULE 7.1
Water and Sewer Connections
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SCHEDULE 7.2
SITE WORK
Cirque shall be entitled to perform the following work on the Site:
A) SITE PREPARATION WORKS (from 25 February to 14 March 2019)
Installation of a temporary fence (8 feet in height) with gates along the site perimeter. The fence posts are anchored into the ground.
The gates are 24 feet wide (same height as the fence) and are equipped with a minimum of three (3) hinges.
The fence to be installed is in good condition and is free of dirt, soil or concrete.
A tension wire is installed at the bottom.
Provision and installation of an above ground water line connecting the site to the existing water supply connection.
As shown on Drawings, the water line will be protected from traffic by a series of concrete barriers and will run through a steel sleeve to the main water supply connection.
The minimal flow rate of the water point located within the site perimeter fence shall be 250 liters/minute (66 US gal/min). The flow shall be constant and regular.
Supplied drinking water shall meet the following quality standards:
Page 54
i. Escherichia. Coli: 0 in 100 ml; ii. Total coliform: 0 in 100 ml; iii. Enterococci: 0 in 100 ml; iv. Iron: < 0.3 ppm (0.3 mg/L); v. Hardness: < 7 gpg (120 mg/L); vi. Turbidity: < 1 NTU; vii. Manganese: < 0.05 ppm (0.05 mg/L); viii. Hydrogen sulphide: < 0.05 ppm (0.05 mg/L); ix. Tannins: < 0.1 ppm (0.1 mg/L); x. UV Transmittance: > 75%.
Provision and installation of an above ground sewer line connecting the site to the existing water supply connection.
As shown on Drawings, the sewer line will be protected from traffic by a series of concrete barriers and will run through a steel sleeve to the main sewer connection.
The main sewer connection shall be capable to sustain a minimal discharge flow of 250 liters/minute (66 US gal/min) for a total capacity of 7500L (1980 gallons) within 30 minutes.
As directed by Cirque, installation of thin asphalt overlays and/or asphalt repairs within the site limits.
B) MARKING (from 15 to 19 March 2019)
Installation of temporary asphalt curb around the Big Top.
As shown on Drawings, installation of a temporary asphalt ramp that contains the water and sewer lines via a steel sleeve.
As shown on Drawings, installation of shallow trenches and sump pits.
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As may be required and as directed by Cirque, asphalt repairs in paved areas.
Identification and marking with spray paint on ground surface (once rendered to final grade) of all underground utilities and services within the site limits.
C) SITE RESTORATION WORKS (from 8 to 17 May 2019)
Removal of the temporary fence. Filling of holes with compacted sand and/or any suitable granular material. The upper 5cm is filled with hot mix asphalt where necessary.
Filling of stake holes (±1 100) with compacted sand and/or any suitable granular material. The upper 5cm is filled with hot mix asphalt material.
Removal and off-site disposal of the asphalt composing the curbs and the ramps.
Reinstatement of areas where shallow trenches and/or sump pits have been installed.
Asphalt repairs of damaged paved areas, as may be required.
Refreshment of pavement markings. where necessary.
Housekeeping.
Cleaning of paved areas with a power sweeper truck. 1. .
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SCHEDULE 8.1
REGULAR PARKING FACILITIES
Page 57
SCHEDULE 8.2
ADA PARKING FACILITIES
Page 58
SCHEDULE 8.3
VIP PARKING FACILITIES
Page 59
SCHEDULE 15
LIST OF SPONSORS
OFFICIAL SPONSORS:
TBC
OFFICIAL SUPPLIERS:
TBC
Page 60
SCHEDULE 21-A INSPECTION FORM
On ______(“Inspection”) a duly authorized representative of 22ND District Agricultural Association ("District") and of Cirque du Soleil America, Inc. ("Cirque"), acknowledge having inspected the site (the "Site") leased to Cirque according to the rental agreement between District and Cirque dated ______(the "Agreement").
Further to the Inspection, the following deficiencies where identified (“Deficiencies”):
1. Description: Remedial work:
2. Description: Remedial work:
3. Description: Remedial work:
4. Description: Remedial work:
(add a page if necessary)
Remedial works by Cirque are scheduled to occur:
From: Until:
Contractor details:
Name:
Address:
Phone/Cell:
Office Phone:
Second inspection:
A second inspection is scheduled to occur on ______in order to assess if the remedial works have been completed and, if so, sign the Release.
District acknowledges and agrees that, other than for the Deficiencies listed above, the Site has been returned to District by Cirque in a satisfactorily condition in accordance with the terms and conditions of the Agreement.
Therefore, District hereby waives all claims it may have against Cirque in respect to the return condition of the Site on any and all aspects other than the Deficiencies.
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22ND DISTRICT AGRICULTURAL CIRQUE DU SOLEIL AMERICA, INC. ASSOCIATION Per: Per: Name: Name: Title: Title: Date: Date:
Page 62
SCHEDULE 21-B
RELEASE
I, the undersigned, a duly authorized representative of 22nd District Agricultural Association (the "Owner"), acknowledge having inspected the site (the "Site") leased to Cirque du Soleil America, Inc. ("Cirque") according to the rental agreement between the Owner and Cirque dated ______(the "Agreement") and declare that the Site has been returned to the Owner by Cirque in a satisfactorily condition in accordance with the terms and conditions of the Agreement. Therefore, the Owner hereby waives all claims it may have against Cirque du Soleil in respect to the return condition of the Site.
SIGNED on this ______day of ______2018.
By: (Print name)
Page 63
Cannabis Festival Policy
To: President - 22nd District Agricultural Association and Board of Directors From: Timothy J. Fennel CEO / General Manager Date: August 14, 2018 Subject: Cannabis Festival Policy
Discussion / History: In January 2018 CEO, Timothy Fennell was asked to work with the Board’s Cannabis sub-committee in order to draft a proposed policy per state guidelines. A proposed Cannabis policy was prepared and present to the Cannabis Committee consisting of Directors David Watson and Pierre Sleiman. Minor recommendations were made and a proposed medical cannabis interim event policy was created
Pros:
Cons:
Fiscal Impact:
Environmental Impact:
Recommended Action: The attached policy has been proposed for adoption by the Board of Directors of the 22nd District Agricultural Association, governing events presented on the Del Mar Fairgrounds by any organization or person.
Attachments: See attached suggested Medical Cannabis Interim Event Policy.
Page 64 APPROVED AT 22ND DAA BOARD MEETING ON AUGUST 14, 2018
Cannabis Interim Event Policy Currently the 22nd District Agricultural Association will not permit, allow, encourage, promote, or solicit the possession or use of any “Controlled Substance” and/or any “Drug Paraphernalia” (as those terms re defined by the applicable Federal and State statues, laws, codes, sections, and/or regulations) including cannabis on the premises. The Board wishes to maintain this policy and not permit any contracted events allowing the sale, distribution, consumption, or any other use of cannabis. The District may contract an interim event with the purpose of education, advocacy, and promotion only of medical uses of cannabis, with no possession, use, consumption, distribution, or sale of cannabis allowed on the premises. Signage will be posted and security levels will be approved by the District to enforce the policy of no possession, use, consumption, distribution, or sale of any controlled substance. The Board would like to phase in with cannabis educational only events for a trial period until January 1, 2020. After the trial period and learning from other cannabis festivals and events held at other facilities in California, the Board may review a policy allowing events with on-site medical use of cannabis subject to all laws and conditions in effect at the time, including without limitation compliance with all cannabis events requirements per California Code of Regulations Title 16, Sections 5600-5603.
Revised: 9/26/2018
Page 65
FORM F-31 EVENT AGREEMENT ORIGINAL - TO LICENSEE ORIGINAL - TO ASSOCIATION AGREEMENT # 19-3033 DATE: August 22, 2018 FAIRTIME INTERIM X
This Agreement is entered into between the 22nd District Agricultural Association, (“Association”), and The Goodlife Festival,. Inc., (“Licensee”).
1. Licensee desires to obtain from the Association certain rights and privileges, including the use of a portion of the Association’s premises beginning on 04/19/19 and ending on 04/20/19. 2. Association grants to the Licensee the right to use the following portion of the Association’s premises, for the time period described below, subject to the terms and conditions of this agreement
Date Start Time End Time Function Location 4/19/2019 8:00 AM 5:00 PM Move-in Mission Tower 4/20/2019 11:00 AM 6:00 PM Consumer Show Mission Tower 4/20/2019 6:00 PM 8:00 PM Teardown Mission Tower
3. Use of Premises Licensee agrees to use the premises described in Paragraph 2 for the following purpose and for no other purpose: Cannabis Seminar Series 4. Fee for Use of Premises; Security Deposit Licensee agrees to pay to Association a minimum fee of $4,350.00 for use of the Association’s premises, as follows:
Location Rental: $3,250.00 Surety / Ancillary Deposit: $1,100.00
TOTAL: $4,350.00
Deposit Type Due Date Amount Due 1st Deposit Due upon execution of this agreement $2,100.00 2nd Deposit 2/22/2019 $2,250.00
Association has approval rights on any press or PR surrounding the event.
Should Licensee fail to submit the required payments, as stated herein, the Association reserves the right to cancel the event without further notice. The payment schedule includes a Surety/Ancillary Deposit and shall be refunded thirty (30) days after Licensee has quit the premises, less any sum retained by the Association for additional expenses, including equipment use, cleanup, damage to or loss of Association property, labor, or charges incurred pursuant to Paragraph 5 of the Agreement.
5. Labor and Equipment Rental Licensee agrees to pay fees, in addition to the Location Rental required by Association for: Labor & Equipment Rental at District Reimbursable Rates within thirty (30) days of receipt of an invoice for such fees. 6. Damage to Association Property / Use of Equipment on Association Property. Licensee will conduct his business in a quiet and orderly manner; will deposit all rubbish, slop, garbage, tin cans, paper, etc. in receptacles provided by the Association within said rental space for such purpose and will keep the area within and surrounding said rental space free from all rubbish and debris. Licensee further agrees to pay Association any and all costs, damages, and expenses incurred by the Association for damage of any kind cause to Association property, equipment, or grounds, arising out of or in any way related to Licensee’s use of the Association’s premises, reasonable wear and tear excepted. Association shall have the right to audit and monitor any and all sales as well as access to the premises. Licensee also promises, represents, and warrants that each and every one of its employees, agents, servants, and/or independent contractors operating any motor vehicle, forklift, electric or motorized cart, equipment, machinery, and/or other device (referred to in this Paragraph as "Equipment") on the property ("Premises") of the Association will be fully, properly, and completely trained in the use and operation of the Equipment, and each individual operating any Equipment on the Premises will have in his or her possession all required certificates, licenses, and documents corroborating that individual's training on the Equipment. Promoter / Tenant / Lessee / Renter and the District agree that damages for any breach or violation of this Paragraph will be difficult to calculate and ascertain. In the event of any violation of this Paragraph, in addition to any other damages the Association may sustain, Promoter / Tenant / Lessee / Renter will pay to the Association the sum of $1,000.00 for each and every employees, agents, servants, and/or independent contractors operating Equipment on the Premises in violation of this Paragraph. In addition, any violation of this Paragraph may, in the sole and exclusive discretion of the Association, constitute a non-curable breach of this Agreement, requiring immediate termination of this Agreement and a forfeit of any deposit. The damages and remedies available to the District under this Paragraph supplement, and do not supplant, any other damages and/or remedies available to the Association relating to insurance, indemnity, and/or breach of contract, including, but not limited to, Association’s right to Indemnity under Paragraph 8 of this Interim Event Agreement. 7. Removal of Licensee’s Property Licensee agrees to remove all of its property from the premises, including, but not limited to, boxes, crates, packing material, trash and debris at Licensee’s sole expense, and to leave the premises in a condition satisfactory to the Association. All such property removal must be completed prior to the termination of Licensee 's right to use of the Association's premises under Paragraph 2 of this Agreement, or as may be otherwise agreed to by Association and Licensee. If Licensee fails to timely remove its property from the premises, Licensee agrees Association may remove and store Licensee's property, at Licensee 's sole risk and expense, and Licensee shall reimburse Association for all costs, including labor and storage costs, incurred by the Association under this Paragraph 7. Licensee assumes all risk of damage to, or loss of, its property remaining on Association premises after the termination of its right to use of the Association's premises. 8. Indemnity Licensee shall indemnify the Association, and save the Association harmless, of and from any and all claims, loss, cost, damage, injury and/or expense of every kind, nature and description, directly or indirectly arising from the performance of this Agreement regardless of responsibility for negligence; by reason of injury or death to person[s] or damage to property however caused or alleged to have been caused, and even though claimed to be due to the negligence, active or passive, of Association. However, in no event shall Licensee be obligated to defend or indemnify the Association with respect to the sole negligence or willful misconduct of the Association, its employees or agents (excluding the Licensee herein). Licensee shall, at Licensee’s own cost and expense, defend any and all suits, actions, or other legal proceedings that maybe brought by third persons against the Association on
Page 66 any such claim, and shall reimburse the Association for any and all legal expenses incurred in connection with such defense, or in enforcing the indemnity granted in this paragraph. 9. Sporting Events; Release and Waiver For all sporting events, including but not limited to athletic team events, equestrian or equestrian related events, motor vehicle races, demolition derbies, stunt bike, skateboard or roller blade events, Licensee agrees to obtain from each participant a properly executed Release and Waiver of Liability Agreement (CFSA Form "Release Lib"). The Release and Waiver shall release the Association and its agents, servants, employees, directors and officers from any and all liability arising out of each individual's participation in the event sponsored by Licensee. Each such Release and Waiver shall be fully executed by each participant, and/or such participant's legal guardian, prior to participation in the event. Licensee agrees to contact California Fairs Service Authority at (916) 921-2213 for further information on the availability of CFSA Form "Release Lib". 10. Association Oversight The Association reserves the right to audit and monitor any and all sales as well as access to the premises. The Association shall also have the right of access to, and inspection of, any premises used by the Licensee under this Agreement at any time, with or without prior notice. 11. Independent Capacity Licensee agrees that it, and its agents, servants, and employees, in the performance of this Agreement, acts in an independent capacity and not as an agent, officer, servant, or employee of the Association. 12. Taxes Licensee acknowledges and understands that the terms and conditions of this Agreement may create a possessory interest subject to property taxation, and that Licensee may be subject to the payment of property taxes levied upon such interest. 13. Licensee 's Property Association may require security, at Licensee’s expense, which will provide for reasonable protection of the property of Licensee. However, in all circumstances, Licensee shall be solely responsible for damage to, or loss of, Licensee 's property. 14. Prohibition Against Assignment Licensee agrees it may not sell, encumber, assign or transfer this Agreement, or any rights, obligations, privileges or duties contained in this Agreement, without the express written consent of the Association. The Association's consent shall be given, if at all, in its sole and exclusive discretion. 15. Integration Clause This is an integrated Agreement. The terms of this Agreement are contractual, and not merely a recital. This Agreement supersedes all prior representations and agreements, if any, between the Parties or their legal counsel regarding its subject matter. 16. Written Amendment Required This Agreement constitutes the entire understanding between the parties to this Agreement and relating to its subject matter, and may not be modified, amended or terminated except by written Agreement signed by all of the parties to this Agreement, and any required written approval of the Department of Food & Agriculture, and the Department of General Services (Government Code section 11010.5). Any name change by Licensee is subject to the provisions of this paragraph, and written legal documentation of any name change is required prior to processing of any amendment regarding any name change by Licensee. 17. Waiver The failure to the Association to insist in any one or more instances upon the observance and/or performance of any of the covenants of this Agreement, or any of the rules and regulations governing the Associations' premises (Exhibit "A"), shall not constitute a waiver of any subsequent breach of this Agreement, or any of the rules and regulations. 18. Default; Remedies In the event Licensee fails to comply in any respect with the terms of this Agreement, and the terms of all Attachments, all payments made by Licensee in accordance with Paragraph 4 above shall be deemed earned and non-refundable by Association, and Association shall have the right to occupy the space in any manner deemed in the best interests of the Association, in addition to any and all other remedies available to the Association for breach of this Agreement. 19. Approval by CDFA and CDGS This Agreement is not binding upon the Association until it has been executed by all parties, and any required approval by the California Department of Food and Agriculture, and the California Department of General Services has been obtained in writing. 20. Representations and Warranties Licensee, under penalty of perjury, makes the following representations and warranties: A. No more than one final unappealable finding of contempt of court by a Federal Court has been issued against Licensee within the two-year period immediately preceding the date of this Agreement, because of the Licensee 's failure to comply with an order of a Federal Court ordering Licensee to comply with an order of the National Labor Relations Board. (California Public Contracts Code section 10296) B. During the performance of this Agreement, the Licensee, and its subcontractors, if any, shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including cancer), age (over 40), marital status, and/or family care leave. Licensee and its subcontractors, if any, shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment. Licensee and its subcontractors will comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12900, et seq.) and all applicable regulations contained in the California Code of Regulations. C. All regulations of the Fair Employment and Housing Commission, implementing Government Code section 12990, subd. (a) through (f), inclusive, are incorporated in this Agreement by this reference and made a part hereof. D. Licensee is, unless specifically exempted by law, in full compliance with Government Code section 12990, subd. (a) through (f), inclusive, and all regulations contained in the California Code of Regulations relating to section 12990, in matters relating to reporting requirements and the development, implementation and maintenance of a nondiscrimination program. E. Licensee and its subcontractors, if any, shall give written notice of their obligations under Paragraph 20 of this Agreement to labor organizations with which they have a collective bargaining or other Agreement. F. Licensee shall include all provisions of Paragraph 20 of this Agreement in all subcontracts, if any, pertaining to the subject matter of this Agreement. G. Licensee acknowledges this Agreement is governed, in part, by the provisions of Public Contracts Code sections 10410, 10411 and 10420, which provide certain limitations on contracts between state agencies and current or former state employees. Licensee agrees to contact the Association for clarification on the status of any person rendering services in connection with this Agreement. Licensee agrees any violation of Public Contracts Code sections 10410, 10411 and 10420 will invalidate this Agreement. (Public Contracts Code section 10420). H. Licensee is not (1) in violation of any order or resolution, not subject to review, issued by the State Air Resources Board or a local air pollution control district; (2) subject to any final cease and desist order not subject to further review, which has been issued under Water Code section 13301; or (3) in violation of any provisions of federal law relating to air or water pollution. 21. Controlling Law; Venue This Agreement is being made and delivered and is intended to be performed in the State of California and the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of California. This Agreement shall be deemed made and entered into in San Diego County, which shall be the exclusive venue for any action relating to this Agreement. 22. Timeliness; Binding Effect Time is of the essence of each and all of the provisions of this Agreement, and the provisions of this Agreement shall extent to and be binding upon and insure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, subject to any prohibitions on assignment or transfer, contained in this Agreement. 23. Resolution of Licensee Disputes (PCC 10240.5, 10381) If, during the performance of this Agreement, a dispute arises between Licensee and Association, the Licensee shall submit a written statement regarding the dispute to Association. A decision by Association shall be made to the Licensee in writing, and shall be final and conclusive. Licensee shall continue to perform contract requirements without interruption during the dispute period. 24. Obscenities Sales or displays of drug paraphernalia, merchandise containing offensive, lewd, indecent, or obscene language or depictions of lewd or obscene. Images, or sales or displays of merchandise promoting or depicting sexual, racial, or religious harassment or discrimination is prohibited. The Association reserves the right to approve, in its sole and exclusive discretion, all merchandise, displays, materials and images at or in Licensee’s location rented under this Agreement. The parties agree that if Licensee violates this Paragraph (#24) of this agreement, it will be impracticable or extremely difficult to determine the damages suffered by the Association. It is therefore agreed that in the event of such a breach by Licensee, Licensee forfeit its entire deposit in the amount of $1,000.00 to Association. In addition, in the event of a breach of this paragraph (#24) by Licensee, the Association may, in its sole and exclusive discretion, declare Licensee in breach of this Agreement.
Page 67 25. Attachments The following documents are attached to this Agreement and made a part hereof as though set forth in full:
Exhibit "A" Facility Rentals Rules and Regulations (dated 1/11/11)
Exhibit “B” Insurance Statement (Form FE-13)
Exhibit “C” Cannabis Interim Event Policy
This Agreement has been executed in duplicate, by and on behalf of the parties to this Agreement, on the date set forth above.
22nd District Agricultural Association The Goodlife Festival,. Inc. 2260 Jimmy Durante Boulevard 2120 Jimmy Durante Blvd. #106 Del Mar, CA 92014 Del Mar, CA 92014
BY BY DATE DATE
TITLE _GENERAL MANAGER_ TITLE ______
Page 68 GOODLIFE SEMINAR SERIES EVENT ACTION PLAN OPERATIONS & EVENT SAFETY
Purpose: To establish guidelines for the effective management of a safe event whereby all staff, supervisors, and managers are expected to follow the procedures as set forth in this plan. To also ensure that employees and attendees are protected from any further harm during an emergency situation.
Company: GoodLife Festivals, Inc. 2120 Jimmy Durante Blvd #106 Del Mar, CA 92014
Contacts: Lawrence Bame, President Phone: 858-350-3738 Email: [email protected]
Erik Jensen, Director of Operations Phone: 858-350-3738 Email: [email protected]
Event Description
A health discovery event celebrating alternative medicine, and new ways to Live A Longer, Healthier, Pain-Free Life. There will be expert seminar speakers in the medical, culinary, research and political fields to help provide a better understanding of current alternative approaches. The Exhibitors Fair will feature cutting edge new products, services, and professional advice on the myriad of options available. How to incorporate this rapidly expanding array of products into a health-conscious lifestyle. How best to utilize these when responding to pain and anxiety without the use of conventional prescription medications.
The GoodLife Seminar Series advocates the responsible use of all different alternatives to traditional pharmacology products.
No sales of any psychoactive cannabis products or any on-site use will be permitted. No drug paraphernalia will be allowed.
Improve your home, your health, your lifestyle...improve your GOOD LIFE.
Date: Saturday, April 20, 2019
Location: Del Mar Fairgrounds 2260 Jimmy Durante Blvd, Del Mar, CA 92014 Mission Tower and Plaza de Mexico
Hours: 11am – 7pm Expected Attendance/GA Price: ~2,000 @ $20-25 GA
Page 69 General Event Restrictions
Strict guidelines will be in place to prevent the selling, trading, distributing or sampling of any psychoactive cannabis products and will be applicable to all exhibitors and event attendees.
Seminars and Entertainment • A usage, dosage and product guide to cannabis. • Edibles, tinctures, dabbing - What’s the difference and how to use them effectively? • What is CBD? What is the effect of CBD and how best to use it for pain, anxiety and sleep management? CBD vs. THC. • Cannabis topicals for pain. What are topicals & how do they work? • What is THC? How long does THC stay in the body and what are the effects. • Is cannabis the next way to treat endometriosis (menstrual cycle-related)? • The difference between Sativa, Indica and Hybrid strains. • Pesticides + Cannabis: What we consume consumes us. • Current phytocannabinoid research to treat difficult and even life-threatening ailments. • Safe treatments for canine & feline friends.
Event Timeline Friday: Fencing, sound, lighting and set up of approximately half of exhibitors. Saturday: 8:00 - 10:00am Set up remaining exhibitors. Beginning at 7 pm half of exhibitors move out. Sunday: Remaining exhibitors move out, remove fencing, sound, lighting and all other production.
Layout Details, Capacity and Crowd Flow The venue location is intended to be a small, intimate space with sufficient enough capacity to accommodate the size of expected audience.
The public will enter through a secured main entrance with security check. The site layout will show the position of all activities, attractions, facilities and structures including circulation routes of entrances and exits. Main venue entrances and exits are sufficient in number to allow the desired rate of ingress/egress. Well dispersed exits throughout the site will allow for safe and rapid egress with a non-pedestrian route identified for emergency vehicles only.
During the day of event, multiple seminars will be showcased within the Mission Tower building. At least two seminar stages will be set up inside, of which one will have a cooktop with overhead mirror for the primary purpose of food preparation using CBD as an ingredient. Various restaurant and public personalities will offer their tips for great meals.
There will be personnel directing pedestrian traffic to ensure the most efficient traffic flow to/from the parking lot area and main venue. All exits are clearly labeled in terms of where they lead to, and provide a smooth flow within a reasonable time period. Exits do not disgorge people into a place of danger, for example into traffic or where a heavy crush is likely through crowd build-up. Wheelchair users and persons with mobility impairment have means of appropriate access to allow free movement. This event ends at a given time and requires exit planning to take account of the egress of large numbers into surrounding areas. This exiting plan is agreed between the Goodlife team and management of the Del Mar Fairgrounds.
Page 70 The maximum capacity for this event will be approximately 3,000 paid admission attendees, subject to change depending on the number of exhibitors, concessions and seminar seating requirements. The objectives in restricting the number in attendance is to avoid overcrowding and ensure that the means of egress in an emergency are adequate for the number of people being evacuated from the venue.
Ticket Sales Pre-sale tickets will be handled by microspec.com. Goodlife manages box office day-of ticket sales, will call, guest list, onsite ticket distribution and ticket scanning at main entrance.
Security Elite security will be on site as directed and coordinated with Del Mar Fairgrounds Staff. They will be responsible for the perimeter security and security inside the event perimeter. The site area is specifically designed to be a secure, small and easily controlled space.
Medical Services EMTs will be staffed during show hours as mandated by Del Mar Fairgrounds management
Signage Safety signs, directional signs and rules will be posted at numerous locations. Signage designating key items such as the location of first aid points, emergency exits and fire equipment, restroom will be clearly visible. Directional signs are also posted from parking areas and public transport points to the venue main entrance.
Front entrance signage will be posted indicating no sale of any psychoactive cannabis products, no on-site use will be permitted and that no drug paraphernalia will be allowed. No smoking signs will be posted both inside and outside the event perimeter.
Movement to/from the seminar area, exhibitors and attractions are unimpeded and have clearly defined routes to ensure that a one-directional flow is in operation where practical. Seminars, attractions and catering outlets have been designed to ensure sufficient space around them to avoid congestion.
Exhibitor Rules See attached exhibitor contract. No sales of any psychoactive cannabis products or any on-site use will be permitted. No drug paraphernalia will be allowed.
Page 71 GoodLife Shows Seminar Series Date: April 20, 2019 Del Mar Fairgrounds Lawrence Bame - 858.350.3738 [email protected]
SPACE APPLICATION & AGREEMENT
EXHIBITOR INFO: Company Name: ______Contact Person: ______Job Title: ______Address: ______City: ______State: ______Zip: ______Business Phone: ______Cell Phone: ______Social Media Profile: ______Email: ______Website: ______Products Sold/Services: ______
EXHIBIT BOOTH RATES: 10x5 Booth $1,000 10x10 Booth $1,500 10x20 Booth $2,750 10x30 Booth $3,800 20x20 Booth $5,000 Over 500 sq ft Bulk Rate $12.20 per sq ft., corners +$300
* No Selling, Trading, Sampling of Pyschoactive Cannabis Products * No Drug Paraphernalia to be used or on display * No Smoking * No refunds on booth payments, electrical usage is a separate fee
PAYMENT METHOD: Cash / Check Make Check Payable to: GoodLife Shows Credit Card (Visa/Mastercard/Amex) ACH / E-Payment (Echeck)
* We understand this application becomes a binding contract when accepted by GoodLife Shows. We agree to abide by the attached Terms and Conditions detailed on page 2 of this contact and those listed on the Exhibitor Services Manual.
Signature: ______Date:______
GOODLIFE SHOWS • 2120 Jimmy Durante Blvd. #106, Del Mar, CA 92014 • Office 858-350-3738 • [email protected] GoodLifeShows.com Page 1 Page 72 AGREEMENT INITIALS ______TERMS AND CONDITIONS This Agreement is between the company listed on the preceding first page (“Exhibitor”) and GoodLife Shows, (”GLS”) with respect to Exhibitor’s lease of exhibition space or an exhibition area at the show (“Show”), described on the reverse, held by GLS at the Del Mar Fairgrounds. No sales of any psychoactive cannabis products or any on-site use will be permitted. No drug paraphernalia will be allowed.
INSTALLATION BY EXHIBITOR ALL EXHIBITS MUST BE COMPLETE AND READY FOR DISPLAY ONE HOUR PRIOR TO THE OPENING OF THE SHOW. All decorations must be fireproof, and conform to City Fire Department requirements. NO OPEN FLAMES, fireworks, liquefied petroleum gas or flammable liquids are allowed. The use of crepe paper or similar material is forbidden. No exhibit may extend outside booth area. All displays must be staffed during the Show. All crates must be removed from the exhibition area one half hour prior to the exhibition hours. Any exhibition not unpacked by that time will be placed in storage and will be returned only after exhibits close, unless ordered set up by GLS staff. Any cost incurred will be charged to the Exhibitor. Exhibitor must occupy their booth 30 minutes prior to show opening. If not GLS may relocate or cancel exhibitor’s space without notice and with NO refund or exchange.
DISMANTLING Exhibitor may start dismantling exhibit after the Show closes on its final day and continue for three hours after the Show closes. EXHIBITOR UNDERSTANDS THAT EARLY REMOVAL OF EXHIBITS OR DISPLAYS IS STRICTLY FORBIDDEN AND SUBJECT TO A FINE. If portions of the exhibition area are not vacated by Exhibitor at the end of the Show, GLS is authorized to remove from said area at the expense of Exhibitor all of Exhibitor’s property of any kind or description which may be then occupying any part of the exhibition area or the premises on which the rent has expired. GLS shall not be liable for any damages or loss which may be sustained, either by reason of such removal and WE shall be expressly released from any and all claims for damages, expenses or costs of any kind. GLS may store Exhibitor’s property in a public warehouse or elsewhere at the cost of and for the account of Exhibitor. Exhibitor agrees to pay any loss, expense or damage sustained by GLS in the event Exhibitor fails to vacate and deliver up possession at the time required by this Agreement including without limitation any loss or damages by reason of the inability of GLS to deliver possession of the area or premises to the next succeeding tenant. Exhibitor agrees that should GLS have to remove said property from the area or the premises that GLS has the option to retain said property to compensate it for the inconvenience.
DRAYAGE Neither GLS nor the exhibition hall will accept or store freight or empty crates. It is the responsibility of Exhibitor to contract for required shipping, storing, delivery, and receipt. All freight and materials for the exhibition hall must be delivered through the GLS designated loading door areas. Exhibitor is responsible for erecting, assembling, dismantling, packing and unpacking its display.
RETURNED CHECKS There will be a $35.00 charge on all returned checks.
FINES Early breakdown: $250 : Soliciting outside of your assigned booth location: $100. SPACE ASSIGNMENT AND REASSIGNMENT; PAYMENT Exhibitor may indicate its choice of booth space subject to the approval of GLS. GLS will generally assign booth space in order of receipt of the Exhibitor’s completed application and payment. Reasonable effort will be made to assign space as requested; however, GLS retains the right to allocate space in the best interest of the Show. This Agreement must be accompanied by full payment. Reassignment or subletting of space is not permitted without prior written approval of GLS which may be withheld for any reason.
CANCELLATION AND TERMINATION The Exhibitor shall have the right to cancel this agreement by notice in writing no less than 60 days preceding the opening date of the Show. All deposits/payments received by GLS up to the date of the cancellation are non-refundable and non-transferable. If cancellation is submitted in writing 60 days or less prior to the first day of the show, exhibitor is liable for full payment of the booth space. No refunds are given.
LIABILITIES; INDEMNIFICATION; INSURANCE In the event the exhibition hall or any part of the exhibit areas thereof are unavailable whether for the entire Show or a portion of the Show as a result of fire, flood, tempest or any other such cause or as a result of governmental intervention, damage, acts of war, strike, lock out, labor dispute, riot, or any other cause or reason over which GLS has no control or should GLS decide that because of any such cause it is necessary to cancel, postpone or re-site the exhibit or the Show, or reduce the installation time, the exhibit hours, or move-out time, GLS shall not be liable to Exhibitor with respect to any damage, expense or loss, direct or indirect, arising as a result there from. Exhibitors are responsible for their property and neither GLS or the facility accept any responsibility for loss or theft. Exhibitor shall at all times protect, indemnify, save and hold harmless GLS, and its officers employees and agents against and from any and all loss, cost, damage, suits, liability, or which arises from or out of, or by reason of, Exhibitor’s acts or omissions, or occupancy or use of the exhibition area or hall or a part thereof. Exhibitor shall, at its expense and as a material part of this Agreement, obtain insurance to cover it’s exhibit material against damage and loss, and public liability insurance against injury to the person and property of others. This insurance shall name GLS & the 22nd District Agricultural Association additional insureds. Copies of such insurance shall be provided to GLS prior to the Show. It is understood that all Exhibitor’s property shall remain under the Exhibitor’s custody at all times. At no time will GLS be responsible for Exhibitor’s property. DISPLAY REGULATIONS No signs or advertising are to be affixed to any of the walls, columns, doors, etc. by using staples, tacks, tape adhesive backing or any other method except with prior approval from GLS. All tape or other material or lighting fixtures, or speakers used in exhibit booths are to be removed following the Show and the exhibition area is to be returned to its prior condition. No more than two staff per 10 x 10 at one time shall be in the booths. If the exhibition area or any portions of the exhibition hall shall be damaged by the act, omission, default or negligence of Exhibitor, or its agents or employees, Exhibitor will pay to GLS such sum as shall be necessary to restore the exhibition area or hall to their original condition.
ADDITIONAL PROVISIONS Any music that is played must have the permission of the rights holders. Dispensing of refreshments & the operation of sound equipment of any kind is subject to prior written consent of GLS. GLS reserves the right to refuse applications for any reason. GLS reserves the right to eject from the exhibition area and the hall in which such area is located any person deemed objectionable by GLS or to be in violation of GLS ‘s rules. Upon the exercise of this authority, through action of any agent of GLS or security and/or police officer, Exhibitor waives any right to, or claim against, GLS for damages against GLS or any of its officers or agents, and shall indemnify and hold GLS harmless from any such rights or claims. The right is also reserved to close exhibits or parts of exhibits that are in violation of GLS rules. This applies to displays, literature, advertising novelties, souvenirs, Exhibitor’s conduct etc. No canvassing will be permitted in any other place than the assigned exhibit space. Any alteration of this Agreement must be in writing, signed by both parties. If any action is filed to enforce or interpret this Agreement, the prevailing party shall be entitled to costs and attorneys fees. This Agreement is subject to the written acceptance by GLS.
GOODLIFE SHOWS • 2120 Jimmy Durante Blvd. #106, Del Mar, CA 92014 • Office 858-350-3738 • [email protected] GoodLifeShows.com Page 2 Page 73 Food & Beverage Report August 2018
August 2018 Food Service Revenues were $7,377,090. Budgeted Revenues for August were $7,759,704.
Net distribution to the District for August was $2,617,653 or 35.48%. Budgeted distribution for August was $2,971,388 or 38.29%.
Yeat-to-date distribution to the District is $4,751,851 or 25.10%. The budgeted distribution for 2018 was $5,225,688 or 28.44%.
2018 % 2018 % 2017 % Aug-18 ACTUAL BUDGET ACTUAL
TOTAL REVENUE 7,377,090 100.00% 7,759,704 100.00% 7,545,042 100.00%
TOTAL COGS 1,476,942 20.02% 1,600,291 20.62% 1,582,462 20.97%
GROSS MARGIN 5,900,148 79.98% 6,159,413 79.38% 5,962,580 79.03%
TOTAL PAYROLL 2,335,151 31.65% 2,161,773 27.86% 2,172,592 28.79%
OPERATING EXPENSES 573,393 7.77% 601,768 7.76% 584,191 7.74%
NET PROFIT 2,991,604 40.55% 3,395,872 43.76% 3,205,797 42.49%
CLIENT DISTRIBUTION 2,617,653 35.48% 2,971,388 38.29% 2,805,072 37.18%
2018 % 2018 % 2017 % YTD ACTUAL BUDGET ACTUAL
TOTAL REVENUE 18,933,507 100.00% 18,376,869 100.00% 18,224,535 100.00%
TOTAL COGS 3,946,103 20.84% 3,827,565 20.83% 3,879,275 21.29%
GROSS MARGIN 14,987,404 79.16% 14,549,304 79.17% 14,345,260 78.71%
TOTAL PAYROLL 7,443,325 39.31% 6,612,122 35.98% 6,605,985 36.25%
OPERATING EXPENSES 2,113,392 11.16% 1,964,967 10.69% 1,968,980 10.80%
NET PROFIT 5,430,687 28.68% 5,972,215 32.50% 5,770,294 31.66%
Y-T-D CLIENT DISTRIBUTION 4,751,851 25.10% 5,225,688 28.44% 5,049,008 27.70%
Page 1
Page 74
2018 Junior Livestock Auction Report
To: 22nd DAA Board of Directors From: Jacky Eshelby Date: August 28, 2018 Subject: 2018 Junior Livestock Auction Report
Discussion / History: The 2018 San Diego County Fair Junior Livestock Auction sold 381 head with a gross receipt of $554,774.35.
Pros: Raised funds of $36,591 for Friends of San Diego County Fair Junior Livestock Auction Support Fund and purchased 50 head of livestock. (Hogs - 16, Goats - 10, Lambs - 13, Steers - 5, Poultry - 5, Rabbits – 1)
Cons: N/A
Fiscal Impact: N/A
Environmental Impact: N/A
Recommended Action: N/A
Attachments: Overview of Past 5 Years JLA Sales
Page 75
# of # of # of # of # of 2014 Gross Head 2015 Gross Head 2016 Gross Head 2017 Gross Head 2018 Gross Head Price $443,825 404 $468,820 343 $512,287 405 $528,154 306 $554,774 381 Change Average Average Average Average Average 2017/201 Price Price Price Price Price 8 per pound $1,098 per pound $1,366 per pound $1,264 per pound $1,726 per pound $1,456 -15.64% Market Market Market Market Market Beef $3.16 46 Beef $4.40 39 Beef $4.21 42 Beef $3.95 46 Beef $3.43 47 -13.16%
Market Market Market Market Market Hog $3.56 174 Hog $3.95 146 Hog $3.68 163 Hog $4.57 121 Hog $4.06 180 -11.16%
Market Market Market Market Market Lamb $4.41 106 Lamb $6.14 91 Lamb $6.03 110 Lamb $9.36 74 Lamb $7.86 92 -16.03%
per head per head per head per head Market Market Market Market Market Goat $3.71 62 Goat $548.00 55 Goat $496.00 75 Goat $734.00 53 Goat $872.00 50 18.80%
per head Broiler $450.00 4 Broiler $438.00 4 Broiler $393.00 6 Broiler $650.00 4 Broiler $821.00 4 26.31%
Turkey $687.50 4 Turkey $944.00 4 Turkey $496.00 5 Turkey $1,362.50 4 Turkey $1,160.00 4 -14.86%
Rabbit $631.25 4 Rabbit $700.00 4 Rabbit $850.00 4 Rabbit $1,027.50 4 Rabbit $937.00 4 -8.81%
Page 76
PAGE XI. FOR YOUR INFORMATION 77
A. 22nd DAA Financial Statements 78-79
B. Satellite Wagering Operating Statement 80
C. RTA & RTLC Financial Reports 81-82
D. Correspondence 83-121
E. November Board Meeting will be held on Wednesday, November 14 due to the Veteran’s --- Day Holiday
F. Other 122-123 Calpers article
Page 77 22nd District Agricultural Association Balance Sheet Unaudited
8/31/2018 12/31/2017
ASSETS
Current Assets: Cash & Cash Equivalents $19,013,329 $10,793,270 Restricted Cash - RTA 2,904,205 4,125,000
Restricted Cash - F&B & Livestock 281,762 246,090 Total Cash and Cash Equivalents 22,199,296 15,164,360
Accounts Receivable, Net 2,879,132 812,201 Prepaid Expenses and Other Current Assets 700,968 475,044 Total Current Assets 25,779,396 16,451,605
Property and Equipment, Net 20,440,463 20,937,501 Other Long Term Assets 5,082,739 5,082,739
Total Assets $51,302,597 $42,471,846
LIABILITIES
Current Liabilities: Accounts Payable $1,568,457 $1,977,186 Deferred Revenue 1,939,485 164,998 Accrued Liabilities 4,514,436 1,426,562 Accrued Employee Compensation 3,138,472 2,695,537 Other Current Liabilities 582,833 681,473 Total Current Liabilities 11,743,683 6,945,756
Other Liabilties-Pension 31,413,325 31,413,325 Due to Other Funds (318,799) Total Liabilities 42,838,209 38,359,081
FUND EQUITY
Contributed Capital 44,222,421 44,222,421 Less Contributed Capital to RTA (33,703,616) (32,482,821) Retained Earnings (Deficit) (7,626,835) (10,138,360) Current Year Income/(Loss) 5,572,417 2,511,525 Total Fund Equity 8,464,387 4,112,765
Total Liabilities & Fund Equity $51,302,597 $42,471,846
Page 78 22nd District Agricultural Association Statement of Operations For the Eight Months Ending Friday, August 31, 2018 Unaudited Actual vs Actual Current Yr Current Yr 2018 2018 Variance Budget Prior vs Prior Yr vs Prior Yr Actual Budget Fav/(Unfav) Var % Year Fav/(Unfav) % Var Revenues Admissions - Fair $9,336,009 $10,334,858 ($998,849) (9.66%) $9,469,314 ($133,305) (1.41%) Admissions to Concerts 1,701,442 2,002,465 (301,023) (15.03%) 1,578,875 122,567 7.76% Carnival Rides 10,690,186 10,800,000 (109,814) (1.02%) 10,375,213 314,973 3.04% Carnival Space Rental 1,011,201 1,015,000 (3,799) (0.37%) 1,001,460 9,741 0.97% Commercial Space 3,690,430 3,657,000 33,430 0.91% 3,527,937 162,493 4.61% Concessions 4,216,323 4,340,000 (123,677) (2.85%) 4,104,785 111,538 2.72% Entry Fees 773,282 845,000 (71,718) (8.49%) 908,954 (135,672) (14.93%) Food & Beverage 18,933,507 18,376,874 556,633 3.03% 18,224,535 708,972 3.89% Parking 5,289,420 5,436,520 (147,100) (2.71%) 4,822,433 466,987 9.68% Surf & Turf 1,072,842 1,194,733 (121,891) (10.20%) 960,579 112,263 11.69% Sponsorships 2,482,095 2,510,852 (28,757) (1.15%) 2,385,110 96,985 4.07% Facility Rentals 2,925,860 2,954,740 (28,880) (0.98%) 2,814,870 110,990 3.94% Reimbursement Costs 1,499,596 1,101,519 398,077 36.14% 1,269,199 230,397 18.15% Admissions - OTB 86,510 59,000 27,510 46.63% 93,937 (7,427) (7.91%) Track Commissions 348,806 290,000 58,806 20.28% 430,154 (81,348) (18.91%) Account Wagering 359,216 319,000 40,216 12.61% 349,342 9,874 2.83% Program Sales 123,424 85,500 37,924 44.36% 132,571 (9,147) (6.90%) Lottery 71,374 50,000 21,374 42.75% 73,360 (1,986) (2.71%) Other - OTB 8,612 11,000 (2,388) (21.71%) 29,403 (20,791) (70.71%) Del Mar National Horse Show 1,100,003 1,233,791 (133,788) (10.84%) 1,172,244 (72,241) (6.16%) Merchandise 675,514 664,020 11,494 1.73% 654,218 21,296 3.26% Leases 383,550 373,553 9,997 2.68% 387,069 (3,519) (0.91%) Interest 189,222 70,000 119,222 170.32% 81,537 107,685 132.07% Other 297,344 308,500 (11,156) (3.62%) 467,925 (170,581) (36.45%) Total Revenues $67,265,768 $68,033,925 ($768,157) (1.13%) $65,315,024 $1,950,744 2.99%
Expenses Payroll Related & Benefits 19,925,807 19,840,905 (84,902) (0.43%) 18,630,555 (1,295,252) (6.95%) Temporary Payroll Services 534,599 527,655 (6,944) (1.32%) 906,680 372,081 41.04% Professional Services 2,896,902 2,958,095 61,193 2.07% 2,331,263 (565,639) (24.26%) Entertainment & Show Expenses 3,867,149 3,347,748 (519,401) (15.51%) 3,529,163 (337,986) (9.58%) Carnival 5,541,001 5,566,000 24,999 0.45% 5,371,068 (169,933) (3.16%) Food & Beverage Expense 14,181,656 13,151,183 (1,030,473) (7.84%) 13,175,527 (1,006,129) (7.64%) Advertising 999,917 1,118,450 118,533 10.60% 1,076,289 76,372 7.10% Prizes/Premiums 862,017 830,500 (31,517) (3.79%) 919,509 57,492 6.25% Supplies 1,776,179 1,824,914 48,735 2.67% 1,834,693 58,514 3.19% Printing 541,718 498,032 (43,686) (8.77%) 516,039 (25,679) (4.98%) Parking 1,863 9,000 7,137 79.30% 13 (1,850) (14,230.77%) Surf & Turf 834,173 862,544 28,371 3.29% 754,803 (79,370) (10.52%) Transportation 400,937 431,000 30,063 6.98% 317,520 (83,417) (26.27%) Contract Security & Medical 2,225,074 2,164,000 (61,074) (2.82%) 2,177,225 (47,849) (2.20%) Telephone 90,110 111,026 20,916 18.84% 96,312 6,202 6.44% Utilities 1,731,712 1,714,822 (16,890) (0.98%) 1,621,231 (110,481) (6.81%) Repairs & Maintenance 664,924 672,517 7,593 1.13% 739,096 74,172 10.04% Insurance 786,126 860,348 74,222 8.63% 830,931 44,805 5.39% Equipment Rental 1,360,148 1,140,393 (219,755) (19.27%) 1,141,147 (219,001) (19.19%) Other Administration 264,728 293,696 28,968 9.86% 264,165 (563) (0.21%) Merchandise 274,085 274,326 241 0.09% 260,802 (13,283) (5.09%) Lottery 67,775 41,000 (26,775) (65.30%) 69,378 1,603 2.31% Depreciation Expense 974,443 996,000 21,557 2.16% 987,180 12,737 1.29% Other 890,308 1,003,660 113,352 11.29% 1,052,011 161,703 15.37% Total Operating Expenses $61,693,351 $60,237,814 ($1,455,537) (2.42%) $58,602,600 ($3,090,751) (5.27%)
Net Operating Income $5,572,417 $7,796,111 ($2,223,694) (28.52%) $6,712,424 ($1,140,007) (16.98%) Pledged Revenue Transferred to RTA 0.00% 4,446 4,446 100.00%
Net Income/(Loss) $5,572,417 $7,796,111 ($2,223,694) (28.52%) $6,707,978 ($1,135,561) (16.93%)
*--In addition to the Pledged Revenues, transfers from the District to RTA as paid-in-capital include $1,725,000 in 2018, $2,630,000 in 2017, $3,145,000 in 2016, $1,278,702 in 2015, $1,165,000 in 2014, $5,240,000 in 2013, $1,090,041 in 2012, $979,874 in 2011, $1,214,625 million in 2010, $4,656,743 million in 2009, $4,078,631 in 2008,, $1million in 2005, $1 million in 2004, $2 million'in 2003, and $2.5 million in 2002 (Total-to-date of $33,703,616 million).
Page 79 22nd DAA Satellite Wagering Operating Results For the Eight Months Ending Friday, August 31, Budget 2018 2018 Variance 2017 Variance Actual Budget Fav/(Unfav) Actual Fav/(Unfav) Revenue
Track Commissions $288,773 $216,000 $72,773 $359,380 ($70,607) Mini Satelite Revenue 60,034 74,000 (13,966) 70,775 (10,741) Admissions 86,510 59,000 27,510 93,937 (7,427) Account Wagering 359,216 319,000 40,216 349,342 9,874 Program Sales 123,424 85,500 37,924 132,571 (9,147) Merchandise 2,807 1,500 1,307 4,307 (1,500) Lottery 71,374 50,000 21,374 73,360 (1,986) Other 8,972 11,400 (2,428) 157,863 (148,891) 1,001,110 816,400 184,710 1,241,535 (240,425)
Expenses
Salaries 602,011 540,946 (61,065) 593,795 (8,216) Programs 107,953 75,000 (32,953) 123,880 15,927 Merchandise 1,408 1,000 (408) 2,106 698 Lottery 67,775 41,000 (26,775) 69,378 1,603 Supplies and Operations 167,097 70,650 (96,447) 289,942 122,845 946,244 728,596 (217,648) 1,079,101 132,857
Income 54,866 87,804 (32,938) 162,434 (107,568)
Page 80 Page 81 Page 82
Gun Show Correspondence
Page 83 Page 84 Page 85 Page 86 Page 87 Page 88 Page 89 Page 90 Page 91 Page 92 Page 93 Page 94 Page 95 Page 96 Page 97 Page 98 Page 99 Page 100 Page 101 Page 102 Page 103 Page 104 Mandy Guerra
From: Donna O'Leary Sent: Tuesday, September 18, 2018 1:53 PM To: Mandy Guerra Subject: FW: Crossroads Gun Show Opinion.....
From: Eric Muss‐Barnes [mailto:eric@ericmuss‐barnes.com] Sent: Tuesday, September 11, 2018 8:30 AM To: Donna O'Leary
Del Mar Fairgrounds,
I have heard you are voting today on keeping the gun show at the Del Mar Fairgrounds. I don't want to take up too much of your time, but I wanted to offer my input. I personally know 3 people in my life who committed suicide with firearms. Tragically, two of them were a brother and sister in the same family, 20 years apart. Since those siblings died, you know what hobby their mother and I have both taken up? Clay shooting. Just because we lost loved ones to gunfire doesn't mean we are ignorant enough to blame the firearm. If they died in car accidents, we wouldn't want to ban automobiles. If they slit their wrists, we wouldn't insist the government institute a minimum age to purchase razor blades. 17 years ago today, after our nation was terrorized with airplanes, no one wanted to ban air shows. The old joke is true, blaming guns for killing people is like blaming forks for obesity. Since guns aren't the problem, why are you having a meeting about keeping a gun show? Gun shows have existed in California for generations without complaint. As business owners, the fairgrounds have no cause to turn away loyal and profitable customers like the Crossroads Gun Show. Their event brings immense income, the crowds are polite and respectful, in short, the gun show is exactly the type of event any venue would love to host. You are voting today because certain people in the community are vehemently opposed to gun shows and they have badgered you into calling this meeting. While sociopolitical divides in our nation often paint opposing views as sinister and fascist, students of debate understand that opposing sides always perceive themselves as righteous. Those who fail to acknowledge this righteousness shall lose every conflict. Therefore, I don't blame those old folks and little kids who are against firearms. They are well- intentioned people, scared of things they don't understand. The threats they misguidedly imagine are lurking in gun shows are complete fiction, but in their minds, the dangers are very frightening and real. Regrettably, our fellow Americans who undermine our Second Amendment are victims. Brainwashed by illogical statistics and deceived by repetitive propaganda from the media. Sadly, these misinformed people have chosen to drag numerous California fairgrounds into their battles, when all you want to do is run your business as you always have. The real decision you are making today isn't to continue hosting a gun show or not. The real decision is, are you going to defy bullies who harass you, or are you going to subserviently obey their commands, so they leave you alone? When you lay your head on your pillow tonight, and reflect upon this day, what will you be? Patriots who supports gun shows? Or people who were intimidated by a few belligerent emails and a couple of orange tshirts? I have faith you will be patriots. Thank you for your time.
Respectfully, Eric Muss-Barnes Novelist & Author ------BOOKS • WEBSITE • BLOG
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Other Correspondence
Page 107 Page 108 Page 109 Page 110 Page 111 Page 112 Page 113 Page 114 Page 115 Page 116 Page 117 Page 118 Page 119 From: Tim Fennell Sent: Thursday, September 06, 2018 3:11 PM To: [email protected] Cc: Michael Garcia
Kirby, you're very welcome. Manny does a great job and is an excellent resource. I am happy to hear he was able to assist the Shasta District Fair. -Tim
Sent from my iPhone
On Sep 6, 2018, at 2:40 PM, "[email protected]"
Hi Tim, I just wanted to send you a quick email and let you know how much Manny Mahajan's services are appreciated. I have been CEO here at the Shasta District Fair for 3.5 years. We have struggled financially since the funding was cut years back. When I took over I was looking for ways to earn extra revenue. I ran into Manny at one of the WFA or IAFE conventions and we started talking about ways to bring in revenue. From there, I decided to purchase shirts and sweatshirts from him that represent livestock at our fair. He got us better pricing, fast delivery, and not to mention his excellent service. Manny is also available anytime I call, no matter the time or day of the week. The products that he provides are great quality. I've ordered several things from him and hope this unique feature remains available within the fair system. Us small fairs really struggle, so it's nice to have a buyer to go to that you can trust is giving you the best deal.
Thanks again for this service!
Kerby Spencer, CEO Shasta District Fair & Event Center June 20-23, 2018 530-378-6789
Page 120 Page 121 WALL STREET JOURNAL SEPTEMBER 26, 2018 By Heather Gillers
Calpers Chief Faces Short-Term and Long-Term Liabilities
The CEO of the giant pension fund is dealing with a shortfall and questions about her education In what was otherwise a lighthearted question-and-answer session at a staff meeting this month, Marcie Frost turned serious. After rising from a clerical position in Washington state government to head the largest pension fund in the country, the California Public Employees’ Retirement System, Ms. Frost had been the subject of reports questioning how she had presented her educational credentials. “I cannot allow this 30-year career to be minimized,’” Ms. Frost, 54, recalls telling the 900 employees. In an interview, she said she talked about how she’d been honest during her hiring process about not having a college degree. The staff had too big a job ahead of them to be distracted, she added. Calpers, which oversees $360 billion in assets for 1.9 million police officers, firefighters and other public workers, is dealing with challenges on several fronts. The largest is financial. Calpers has just 71% of what it needs to pay future benefits, putting the fund in the middle of America’s massive pension shortfall. Estimates of governments’ total unfunded promises to workers range from $1.6 trillion to $4 trillion nationwide, and the funding gap is straining taxpayers and putting pension promises in jeopardy. Ms. Frost is also wrestling with upheaval within the Calpers executive suite. A series of top officials have left or announced their departures during her two-year tenure. The fund Monday named a former investment director, Yu Ben Meng, to replace its investment chief, who plans to leave by year-end. The fund is set to have three different chief financial officers this year. Ms. Frost’s own history added to the challenges. She has come under scrutiny following an August report from the blog Naked Capitalism that she hadn’t been enrolled at the Evergreen State College in Olympia, Wash., when Calpers hired her in 2016. A Calpers news release in July that year stated that Ms. Frost “is pursuing” a dual degree from that school. The blog cited a document provided to Calpers by a recruiting firm during the 2016 CEO selection process. The document, which was reviewed by The Wall Street Journal, said that Ms. Frost was “currently matriculated in a dual-degree program” at Evergreen. Calpers said it based its July 2016 news release on that document, which Ms. Frost now says is incorrect. The recruiting firm, Heidrick & Struggles , said it doesn’t comment on client matters. Ms. Frost in the interview said she attended classes at Evergreen in 2010 and hopes to eventually return to the school. She said she told Heidrick & Struggles about her past coursework and “what I wanted to pursue.” Her lack of a college degree, Ms. Frost said, is “something that my critics through my career have been able to use against me.” Six Calpers board members told the Journal in interviews last week that they are comfortable with the way Ms. Frost represented her education. Late Tuesday, a board committee set Ms. Frost’s compensation for the current
Page 122 fiscal year at $330,720, a 4% raise, and awarded her an $84,873 bonus for the past fiscal year. That compares to an $80,190 bonus for her first nine months in the job. “We hired Marcie not because she was pursuing any degree but because of her competencies, her skills, her leadership qualities, her experience,” said Calpers board President Priya Mathur. One board member, Margaret Brown, told the Journal she plans to seek an independent examination of Calpers’ hiring processes. Ms. Frost grew up in tiny Forks, Wash., a longtime logging town where her grandfather worked as a forester. After graduating from Forks High School, she stayed home with two young children. “I was a teenage mom and it’s one of the reasons I didn’t go to college” on a traditional timeline, she said. In 1985, she took a temporary position as a “clerk-typist” at Washington’s Department of Labor & Industries, which oversees workplace safety and workers’ compensation. She eventually became a manager. Ms. Frost in 2000 joined Washington’s Department of Retirement Systems, which oversees retirement benefits for nearly 758,000 current and former public workers. She worked as a human resource director and chief information officer before becoming the department’s director in 2013. During her tenure, a critical measure of assets on hand to cover liabilities never fell below 86%. She also proved she could say “no” at critical times. When Washington Gov. Christine Gregoire in 2009 asked her department to evaluate a proposal to combine two government benefit units, Ms. Frost, then deputy director, recommended against the merger. “It takes a lot of courage to say ‘You know what? Our analysis indicated that that will not work,’” said Theresa Whitmarsh, executive director of the Washington State Investment Board, who recommended Ms. Frost for Calpers’ top job. At Calpers the first task for Ms. Frost was to calm nerves when the fund sought to lower its expected rate of return to 7%, forcing government employers around California to contribute more. That concerned one board member who suggested phasing in the change more gradually.“She listened,” said the board member, Theresa Taylor, an official with the Service Employees International Union Local 1000. Ultimately, Ms. Frost said “we need to get there faster” and Ms. Taylor voted for the proposal lWrite to Heather Gillers at [email protected]
Appeared in the September 27, 2018, print edition as 'Calpers CEO Tackles Flurry of Challenges.'
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