CELEBRATION OF ORANGE COUNTY COMMUNITIES by jennyyingdi

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

                                                 NOTICE OF MEETING
                                           32ND District Agricultural Association
                                               OCFEC Board of Directors
                                             Thursday, November 17, 2011
                                                         10:00 a.m.

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

                                                       Board of Directors

                                             Joyce Tucker, Board Chair
                                           Douglas La Belle, Vice Chair
                                  David Ellis, Member       Dale Dykema, Member
                             Kristina Dodge, Member         Ali Jahangiri, Member
                            Gary Hayakawa, Member           Nick Berardino, Member
                                              Gerardo Mouet, Member

Secretary-Treasurer                                                                              32nd DAA Counsel
Dr. Steven Beazley                                                                               Roger Grable
President and CEO, OCFEC                                                                         Manatt, Phelps and Phillips

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

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

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

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

3.   PLEDGE OF ALLEGIANCE

4.   ROLL CALL (Policy Reference: 4.5.2.B)

5.   CEO’S ORGANIZATIONAL ANNOUNCEMENTS AND UPDATES

     1. 2012 OC Fair Theme and Art

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

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

7.   MINUTES:

     A.    Board Meeting held October 27, 2011
           Action item

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

     AGREEMENTS:

     A.    Standard Agreements: SA-267-11NY; SA-268-11NY; SA-269-11NY; SA-270-11NY;
           SA-271-11NY; SA-272-11NY

     B.    Amendements: none.
      C.    Rental Agreements: R-216-11; R-217-11; R-218-11; R-219-11; R-221-11; R-222-11;
            R-223-11; R-224-11; R-225-11; R-226-11; R-227-11; R-228-11; R-229-11; R-230-11;
            R-231-11; R-232-11; R-233-11; R-234-11; R-235-11; R-236-11

      D.    Receipt of 2010 Independent Auditor’s Report & Financial Statements and
            Management Report.

                                      -End of Consent Calendar-

9.    GOVERNANCE PROCESS

      A. Consideration of 18 month Notice of Termination to Tel-Phil Enterprises
         Action item

      B. Swap Meet Request for Proposals
         Action Item

      C. OCFEC Community Outreach Program
         Action Item

      D. Legal Services Contract with Manatt, Phelps and Phillips
         Action Item

      E. 2012 OCFEC Operating Budget
         Action Item

10.   CLOSED SESSION (Closed to the Public)

      A. Lease Negotiations with Tel-Phil Enterprises and Potential Litigation — Pursuant to the
         provisions of Government Code Section 11126(c)(7) and 11126(e)(2)(C)(i) the Board of
         Directors will meet in closed session to advise its negotiators, Joyce Tucker, Dale
         Dykema, and Steve Beazley, with respect to the terms and conditions of the lease of a
         portion of the Orange County Fairgrounds known as Main Parking Lot A with Tel Phil
         Enterprises, Inc. Negotiations would be conducted with Jeffrey Teller of Tel Phil
         Enterprises, Inc or his representatives. Should the negotiations not prove successful the
         Board will consider the initiation of litigation in order to protect the rights of the
         Association under the lease.
      B. Significant Exposure to Litigation Regarding Pacific Amphitheatre — On November 3,
         2011, attorney Richard Spix submitted a letter to the Orange County Fair Board alleging
         that its September 16, 2011 Pacific Amphitheatre Project approval violated the California
         Environmental Quality Act, due process requirements, Code of Civil Procedure Section
         1094.5, and constitutional law. Government Code § 11126(e)(2)(B) allows this item to
         be considered in Closed Session.

11.   BOARD OF DIRECTORS MATTERS OF INFORMATION

12.   NEXT BOARD MEETING: DECEMBER 15, 2011

13.   ADJOURNMENT
Respectfully submitted,
OC Fair & Event Center



Dr. Steven Beazley
Secretary-Treasurer
President and CEO, OCFEC   Date of notice: 4:00 p.m. November 7, 2011
The following financial reports as of October 31, 2011 are enclosed for your
reference.

Statement of Cash Flows
As of October 31, 2011, OCFEC’s cash on hand is $18,814,711, an increase
of $7,739,818 during 2011. Operating activities have resulted in a net cash
inflow of $9,717,076 to date, while investing activities in the form of capital
expenditures have resulted in a net outflow of $1,977,258 to date (including
$1.3M for the Board-approved Main Mall renovation project).

Balance Sheet
There are no significant changes to the balance sheet.

Income Statement
October 2011 year-to-date revenues exceed expenses by $6,696,077, which
is favorable to the budgeted net proceeds of $2,827,483 by $3,868,594.

Total year-to-date revenues of $32,892,176 are favorable to budget by
$3,930,284. The favorable performance is predominantly driven by Fair and
Pacific Amphitheatre revenues which exceed budget by $3,925,713. Market
Place rental revenue exceeds budget by $119,257 due to the remittance of
$153,668 for disputed parking lot sweeping charges going back to May 2008.
Year Round Events revenue is below budget by $162,740.

Total year-to-date operating expenses of $23,577,833 are under budget by
$56,016. The underrun is largely explained by favorable performance of
$308,544 in Payroll & Related offset by an overrun of $214,008 in Supplies
and Equipment. The overrun is primarily due to $248k of parking shuttle
service charged to Equipment Rental but budgeted under Professional
Services. Moving the shuttle services budget to the Equipment Rental
category results in a budget overrun of $217,694 in Professional Services.
This overrun is primarily due to an increase in legal expense which was
recognized by the Board in December 2010 and resulted in a contract
amendment that was not contemplated when the 2011 budget was prepared.
Legal expenses through 2012 are currently expected to come in at the
contracted amount.




             OC Fair & Event Center • 32nd District Agricultural Association
                88 Fair Drive, Costa Mesa, CA 92626 • (714) 708-1500 • ocfair.com
          32nd DAA
   OC Fair & Event Center
         Year to Date
Business Unit Financial Results
      As of October 31, 2011
                                    October 2011 YTD Contribution Margin by Business Unit


                     12.0

                     10.0

                      8.0

                      6.0
     $ in millions




                      4.0

                      2.0

                        -
                             Fair           Events               MktPlace             PacAmp                Overhead
                     (2.0)

                     (4.0)

                     (6.0)

                     (8.0)




                                                            YTD Actual                 YTD Budget




OC Fair & Event Center
Cash Flow Summary by Business Unit
Year to Date as of October, 2011

                                                2011                    2011                2010                    2011
                                             Year to Date            Year to Date        Year to Date              Full Year
                                               Actual                  Budget              Actual                   Budget
Contribution Margins:
                g

 Fair Business Unit                                  10.1                     6.8                    6.4                   6.5

 Events Business Unit                                 1.6                     1.9                    1.9                   1.9

 MarketPlace Business Unit                            1.7                     1.6                    1.5                   2.0

 Pacific Amphitheatre Business Unit                   2.0                     1.1                    1.3                   1.1


Total Business Unit Contribution Margin              15.5                    11.5                   11.2                  11.5

 Net Overhead Expense (Cash)                          (6.2)                   (6.2)                 (5.9)                 (7.2)

Net Cash Provided (Used) Subtotal                     9.2                     5.3                    5.3                   4.3

Capital Expenditures                                  (2.0)                                         (0.0)                 (1.0)
Balance Sheet Changes                                  0.5                                           0.0                     -

Net Increase (Decrease) in Cash                       7.7                     5.3                    5.2                   3.3
                                                 Fair Business Unit
                                        October 2011 YTD Contribution Margin


     25.00

     20.00

     15.00

     10.00

       5.00

       0.00
                           Actual                            Budget                           PY Actual
      -5.00

     -10.00

     -15.00




                                 Direct Revenue             Direct Expense            Contribution Margin




Fair Business Unit
Contribution Margin Statement
Year to Date as of October, 2011
                                                2011               2011                2010                   2011
                                             Year to Date       Year to Date        Year to Date            Full Year
                                               Actual             Budget              Actual                 Budget


Admissions                                           $7.8                    $6.9            $6.3                  $6.9
Concessions                                           5.6                     4.3             4.3                   4.3
Carnival                                              2.5                     1.9             1.9                   1.9
Sponsorships                                          1.0                     1.2             0.9                   1.2
Commercial Space                                      1.7                     1.4             1.4                   1.4
Parking                                               1.7                     1.7             1.6                   1.7
Other Revenue                                         0.9                     0.8             0.8                   1.1
          Total Direct Revenue                       21.2                    18.0            17.3                  18.4

Payroll/Related                                       3.8                     3.9             3.8                   4.3
Outside Services                                      1.8                     1.9             2.0                   2.1
Marketing/Related                                     1.4                     1.5             1.3                   1.5
Supplies/Equipment/Rentals                            1.9                     1.7             1.6                   1.7
Attractions                                           1.1                     1.1             1.1                   1.2
Other Expense                                         1.2                     1.1             1.1                   1.2
          Total Direct Expense                       11.1                    11.2            10.9                  12.0

Contribution to Overhead and CapEx                  $10.1                    $6.8            $6.4                  $6.5
                                         Events Business Unit
                                 October 2011 YTD Contribution Margin

       4.0

       3.0
       30

       2.0

       1.0

        -
                           Actual                              Budget                        PY Actual
      (1.0)

      ( )
      (2.0)

      (3.0)




                                Direct Revenue             Direct Expense            Contribution Margin




Events Business Unit
Contribution Margin Statement
Year to Date as of October, 2011
                                                    2011                 2011           2010                 2011
                                                 Year to Date         Year to Date   Year to Date          Full Year
                                                   Actual               Budget         Actual               Budget


Rental of Facilities                                    $0.9                 $1.0              $0.9            $1.1
Personnel Services                                       0.7                  0.6               0.7             0.7
Concessions                                              0.6                  0.7               0.7             0.7
Equipment Rentals                                        0.4                  0.3               0.4             0.4
Admissions/Parking                                       1.0                  1.0               0.9             1.1
Other Revenue                                            0.1                  0.1               0.1             0.1
                Total Direct Revenue                     3.5                  3.7               3.7             4.0

Payroll/Related                                          1.5                  1.3                1.3            1.6
Outside Services                                         0.1                  0.1                0.1            0.1
Supplies/Equipment/Rentals                               01
                                                         0.1                  01
                                                                              0.1                01
                                                                                                 0.1            0.1
                                                                                                                01
Facility/Related                                         0.2                  0.2                0.2            0.3
Marketing/Related                                        0.0                  0.0                0.0            0.0
Other Expense                                            0.1                  0.0                0.0            0.0
               Total Direct Expense                      2.0                  1.8                1.8            2.1

Contribution to Overhead and CapEx                      $1.6                 $1.9              $1.9            $1.9
                                             Market Place Business Unit
                                        October 2011 YTD Contribution Margin

      2.0
      1.8
      1.6
      1.4
      1.2
      1.0
      0.8
      0.6
      0.4
      0.2
       -
     (0.2)               Actual                              Budget                          PY Actual




                                Direct Revenue              Direct Expense           Contribution Margin




Market Place Business Unit
Contribution Margin Statement
Year to Date as of October, 2011
                                                2011                2011               2010                  2011
                                             Year to Date        Year to Date       Year to Date           Full Year
                                               Actual              Budget             Actual                Budget


Rental of Facilities                                 $1.7                    $1.6            $1.5                 $2.0
Other Revenue                                         0.0                     0.0             0.0                  0.0
           Total Direct Revenue                       1.7                     1.6             1.5                  2.0

Marketing/Related                                     0.0                     0.0              0.0                 0.0
Other Expense                                         0.0                     0.0              0.0                 0.0
         Total Direct Expense                         0.0                     0.0              0.0                 0.0

Contribution to Overhead and CapEx                   $1.7                    $1.6            $1.5                 $2.0
                                    Pacific Amphitheatre Business Unit
                                   October 2011 YTD Contribution Margin


       8.00

       6.00

       4.00

       2.00

       0.00
                           Actual                              Budget                          PY Actual
      -2.00

      -4.00
      -4 00

      -6.00




                                   Direct Revenue             Direct Expense           Contribution Margin




Pacific Amphitheatre Business Unit
Contribution Margin Statement
Year to Date as of October, 2011
                                                  2011                2011               2010                  2011
                                               Year to Date        Year to Date       Year to Date           Full Year
                                                 Actual              Budget             Actual                Budget


Ticket Sales                                           $4.5                    $4.0            $4.0                 $4.0
Facility Fee                                            0.8                     0.6             0.7                  0.6
Concessions                                             0.4                     0.3             0.4                  0.3
Parking                                                 0.4                     0.4             0.4                  0.4
Sponsorship                                             0.1                     0.1             0.1                  0.1
Other Revenue                                           0.1                     0.0             0.0                  0.0
            Total Direct Revenue                        6.2                     5.5             5.6                  5.5

Performers' Fees                                        2.8                     2.8              2.7                 2.8
Outside Services                                        0.5                     0.4              0.4                 0.4
Marketing/Related
         g                                              0.3                     0.3              0.3                 0.3
Supplies/Equipment/Rentals                              0.4                     0.4              0.4                 0.4
Payroll/Related                                         0.1                     0.2              0.2                 0.2
Other Expense                                           0.2                     0.3              0.3                 0.3
          Total Direct Expense                          4.2                     4.4              4.3                 4.4

Contribution to Overhead and CapEx                     $2.0                    $1.1            $1.3                 $1.1
                                          Support Services/Outreach
                                        October 2011 YTD Net Overhead

        1.0

         -
                           Actual                             Budget                          PY Actual
       (1.0)

       (2.0)

       (3.0)

       (4.0)

       (5.0)

       (6.0)
       (6 0)

       (7.0)




                                    Direct Revenue             Direct Expense           Net Overhead




Support Services/Outreach Business Unit
Net Overhead Summary
Year to Date as of October, 2011
                                              2011                2011                 2010                 2011
                                           Year to Date        Year to Date         Year to Date          Full Year
                                             Actual              Budget               Actual               Budget


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

Payroll/Related                                        3.6                   3.8               3.7                4.6
Facility/Related                                       1.5                   1.5               1.4                1.6
Supplies/Telephone/Postage                             0.4                   0.4               0.3                0.4
Outside Services                                       0.6                   0.5               0.5                0.6
Insurance                                              0.2                   0.2               0.2                0.2
Other Expense                                          0.1                  (0.1)             (0.1)              (0.1)
              T t l Expense
              Total E                                  64
                                                       6.4                   63
                                                                             6.3               61
                                                                                               6.1                74
                                                                                                                  7.4

Net Overhead                                         ($6.2)               ($6.2)            ($5.9)              ($7.2)


Non-Cash Expenses:
Depreciation Expense                                 $2.5                  $2.5              $2.0                $3.0
 Total Non-Cash Expense                              $2.5                  $2.5              $2.0                $3.0


Note: Includes education/outreach program expenditures of $690k to date
32nd D A A - OC Fair & Event Center
Income Statement (Unaudited)
Year To Date as of October, 2011
                                             2011          Budget                                            2010                                                Full
                                          Year to Date   Year to Date          Budget         Budget      Year to Date         Prior Year     Prior Year        2011
                                            Amount         Amount             $ Variance     % Variance     Amount             $ Variance     % Variance       Budget
Revenues
Admissions to Grounds                 $      9,151,583   $    7,996,943   $     1,154,640        14.4%    $    7,550,015   $     1,601,568        21.2%    $    7,996,943
Commercial Space Rentals                     1,680,568        1,369,500           311,068        22.7%         1,435,851           244,717        17.0%         1,369,500
Carnival and Concessions Revenue             8,448,023        6,500,811         1,947,212        30.0%         6,578,507         1,869,516        28.4%         6,548,296
Exhibits Revenue                                71,413           55,100            16,313        29.6%            45,361            26,051        57.4%            55,100
Attractions Revenue                          4,156,139        3,746,070           410,069        10.9%         3,685,014           471,125        12.8%         4,079,820
Miscellaneous Fair Revenue                   3,649,157        3,690,293           (41,136)       -1.1%         3,403,381           245,776         7.2%         3,730,568
Total OCFEC-Produced Event Revenue          27,156,882       23,358,717         3,798,165        16.3%        22,698,130         4,458,752        19.6%        23,780,227

Rental of Facilities                         2,642,873        2,620,953            21,920         0.8%         2,514,174           128,699         5.1%         3,146,525
Other Event Revenues                         2,841,870        2,829,901            11,969         0.4%         2,830,614            11,256         0.4%         2,994,613
Equestrian Center Revenue                       55,803           29,600            26,203        88.5%            43,169            12,634        29.3%            37,000
Horse Show Revenues                                -                -                 -            N/A               -                 -            N/A               -
Other Operating Revenues                        94,783           89,321             5,462         6.1%            89,153             5,630         6.3%            98,936
Total Rental Revenue                         5,635,329        5,569,775            65,554         1.2%         5,477,110           158,219         2.9%         6,277,074

Interest Earnings                               41,829          33,400              8,429        25.2%           45,655             (3,826)       -8.4%           40,000
Grants                                             -               -                  -            N/A              -                  -            N/A              -
Sale of Assets                                     -               -                  -            N/A              -                  -            N/A              -
Other Non-Operating Revenues                       -               -                  -            N/A              -                  -            N/A              -
Prior Year Revenue                              58,135             -               58,135          N/A              111             58,024     52274.3%              -
Total Non-Operating Revenue                     99,965          33,400             66,565       199.3%           45,766             54,199       118.4%           40,000

Total Revenue                         $     32,892,176   $   28,961,892   $     3,930,284        13.6%    $   28,221,005   $     4,671,170        16.6%    $ 30,097,301
32nd D A A - OC Fair & Event Center
Income Statement (Unaudited)
Year To Date as of October, 2011
                                             2011          Budget                                            2010                                                   Full
                                          Year to Date   Year to Date          Budget         Budget      Year to Date         Prior Year     Prior Year           2011
                                            Amount         Amount             $ Variance     % Variance     Amount             $ Variance     % Variance          Budget
Expenses
Payroll and Related                   $      8,945,549   $    9,254,093   $       308,544          3.3%   $    8,908,110   $       (37,439)           -0.4%   $ 10,593,763
Professional Services                        2,936,297        2,967,283            30,985          1.0%        3,024,560            88,263             2.9%      3,228,272
Directors Expense                                6,945            7,900               955         12.1%            7,898               953            12.1%          9,500
Insurance Expense                              203,888          190,230           (13,658)        -7.2%          175,620           (28,267)          -16.1%        220,150
Telephone & Postage                            134,444          146,531            12,087          8.2%          122,753           (11,691)           -9.5%        167,804
Supplies and Equipment                       2,678,179        2,464,171          (214,008)        -8.7%        2,412,720          (265,459)          -11.0%      2,569,462
Facility and Related                         2,490,390        2,464,021           (26,369)        -1.1%        2,383,871          (106,519)           -4.5%      2,679,432
Publicity & Related                          1,731,137        1,815,975            84,838          4.7%        1,668,794           (62,343)           -3.7%      1,839,355
Fair Attractions                             3,872,842        3,859,250           (13,592)        -0.4%        3,816,446           (56,395)           -1.5%      3,983,300
Other Fair Expense                             221,510          176,211           (45,299)       -25.7%          176,182           (45,329)          -25.7%        180,711
Premium Expense                                 97,529          115,000            17,471         15.2%           95,881            (1,648)           -1.7%        116,800
Other Operating Expense                        259,123          173,184           (85,939)       -49.6%          201,530           (57,593)          -28.6%        195,637
Total Operating Expense                     23,577,833       23,633,849            56,016          0.2%       22,994,365          (583,468)           -2.5%     25,784,186

Depreciation Expense                         2,544,218        2,500,000           (44,218)       -1.8%         1,952,704          (591,513)          -30.3%        3,015,000
F&E Funded Expenditures                            -                -                 -            N/A               -                 -                N/A              -
Loss on Sale of Asset                              -                -                 -            N/A               -                 -                N/A              -
Debt Service                                       -                -                 -            N/A               -                 -                N/A              -
Prior Year Expense                              74,048              560           (73,488)   -13122.8%            22,939           (51,109)         -222.8%              560
Total Non-Operating Expense                  2,618,265        2,500,560          (117,705)       -4.7%         1,975,643          (642,622)          -32.5%        3,015,560

Equipment                                           -               -                 -             N/A              -                 -               N/A                 -
Buildings & Improvements                            -               -                 -             N/A              -                 -               N/A                 -
Attendance & Parking Improvements                   -               -                 -             N/A              -                 -               N/A                 -
Carnival Improvements                               -               -                 -             N/A              -                 -               N/A                 -
Capital Improvement Offset                          -               -                 -             N/A              -                 -               N/A                 -
Total Capital Expense                               -               -                 -             N/A              -                 -      N/A                          -

Total Expense                               26,196,098       26,134,409           (61,689)        -0.2%       24,970,008        (1,226,090)           -4.9%       28,799,746

Net Proceeds                          $      6,696,077   $    2,827,483   $     3,868,594       136.8%    $    3,250,997   $     3,445,080          106.0%    $    1,297,555
32nd D A A - OC Fair & Event Center
Balance Sheet (Unaudited)
October, 2011

                                              2011              2010
Assets
Cash                                     $    1,673,103    $      381,479
Investments                                  17,141,608        11,841,106
Accounts Receivable                             289,675           569,179
Reserve for Bad Debt                           (124,181)          (91,336)
Prepaid Assets                                  (57,835)              -
Current Assets                               18,922,370        12,700,429

Deferred Expenses                                18,956            19,417
Capital Projects in Process                   2,363,839        19,682,680
Land                                            133,553           133,553
Buildings and Improvements                   34,267,486        18,242,157
Equipment                                     1,774,796         2,157,919
Long Term Assets                             38,558,630        40,235,728

Total Assets                             $ 57,481,000      $ 52,936,157

Liabilities
Accounts Payable                         $      257,454    $     306,917
Deferred Revenue                                321,713          363,940
Other Payroll Deductions                        381,331          163,481
Deposits                                         78,700           72,500
Other Liabilities                                   -                -
Short Term Liabilities                        1,039,198          906,838

Compensated Absence Liability                  980,248           895,716
Long Term Debt                                     -                 -
Long Term Liabilities                          980,248           895,716

Total Liabilities                             2,019,446         1,802,553

Resources
Investment in Capital Assets                 38,566,490        40,216,311
Net Resources - Designated Use                  797,419           911,499
Net Resources Available for Operations        9,377,587         6,730,443
Net Resources - Auction Fund                     23,981            24,353
                                             48,765,477        47,882,606
Net Proceeds from Operations                  6,696,077         3,250,997
Total Resources                              55,461,554        51,133,603

Total Liabilities and Net Resources      $ 57,481,000      $ 52,936,157
                             32nd D A A - OC Fair & Event Center
                             Statement of Cash Flows (Unaudited)
                              Year-to-Date as of October 31, 2011



Cash Flows from Operating Activities:                                  YTD 2011


Net Proceeds                                                        $6,696,077.00

Non-Cash Expenses:
 Depreciation Expense                                                  2,544,218
 Loss on Disposal of Assets                                                    0

Balance Sheet Activity:
 (Incr) Decr in Accounts Receivable                                     137,024
 (Incr) Decr in Other Assets                                             74,606
 Incr (Decr) in Accounts Payable                                         65,618
 Incr (Decr) in Other Accrued Liabilities                               199,534
   Subtotal                                                             476,781

   Net Cash Provided (Used) by
    Operating Activities                                               9,717,076

Cash Flows from Investing Activities:

 (Incr) Decr in Buildings & Improvements                                  (6,623)
 (Incr) Decr in Equipment                                                      0
 (Incr) Decr in Construction in Progress                              (1,970,635)

   Net Cash Provided (Used) by
    Investing Activities                                              (1,977,258)

Net Increase (Decrease) in Cash                                       $7,739,818

 Cash at Beginning of Year                                            11,074,893

Cash at End of Period                                                $18,814,711
32nd D A A - OC Fair & Event Center
Capital Expenditures Spending
October, 2011

                                        2011           2011            2011
Description                            Budget          Spent         Remaining

Buildings and Improvements
Pac Amp Backstage Office Complex             0.00       (2,799.13)        2,799.13
Blue Skies Main Mall Renovation              0.00    1,270,950.82    (1,270,950.82)
Green gate relocation/MP Village             0.00       (2,413.13)        2,413.13
Misc. Capital Improv. CCA                    0.00      (72,568.90)       72,568.90
Bldg. 16 Roof                                0.00        6,623.30        (6,623.30)
Lot D Tree Line                         40,000.00       32,733.00         7,267.00
Gate 4 Landscaping                      25,000.00        4,089.19        20,910.81
Storm Water Clarifiers                  30,000.00            0.00        30,000.00
Blue Gate Fence                         27,000.00       32,207.00        (5,207.00)
Bldg. 12 Restroom Remodel               80,000.00       67,223.12        12,776.88
Courtyard Restroom Remodel              80,000.00       48,796.42        31,203.58
Gate 4.5 Parking Lot                    45,000.00            0.00        45,000.00
Seal & Stripe Lot G - R/R AC            81,000.00       93,232.96       (12,232.96)
Paint Exterior Ranch Bldg.              15,000.00        9,090.08         5,909.92
Paint Exterior Boys Chorus               8,000.00          644.30         7,355.70
Repair Grandstand Arena                 30,000.00            0.00        30,000.00
Automated Door Locks                    20,000.00        8,862.34        11,137.66
Hangar East Steps                       10,000.00        4,086.26         5,913.74
Fiber Upgrades                          25,000.00       14,704.79        10,295.21
Bldg. 10 Server Room AC                  6,000.00        6,046.02           (46.02)
IT Server Room AC                        8,000.00            0.00         8,000.00
Corner Marquees                         70,000.00       71,423.28        (1,423.28)
Creative Serices Office Build Out       60,000.00            0.00        60,000.00
Sound Wall Painting                     10,000.00       18,988.09        (8,988.09)
ADA Seating                            150,000.00       93,499.06        56,500.94
Pac Amp Step Lights                     25,000.00            0.00        25,000.00
Backstage Stairs                        10,000.00       22,874.80       (12,874.80)
Misc Cap Impvmt - CCA                        0.00         (160.65)          160.65
Sidewalk - Wine Society                      0.00        6,200.00        (6,200.00)
Bathrm Demo - Carnival Lot                   0.00       51,021.95       (51,021.95)
Campground Asphalt Pad                       0.00       21,897.01       (21,897.01)
Paint Pac Amp Sound Wall                     0.00       14,519.17       (14,519.17)
Pac Amp Burm Study                           0.00       51,500.00       (51,500.00)
Total Buildings and Improvements       855,000.00    1,873,271.15    (1,018,271.15)

Equipment
Security Key Box                         8,000.00       8,548.94          (548.94)
Forklift Rotator Attachment             11,000.00       9,058.94         1,941.06
Lawn Mower                              11,000.00      13,207.12        (2,207.12)
Advanced Fuel System                     6,000.00           0.00         6,000.00
Epson Pro Printer                       15,000.00           0.00        15,000.00
Surveillance System                     15,000.00      15,243.24          (243.24)
Trussing                                25,000.00           0.00        25,000.00
Public Address System                   20,000.00      16,650.17         3,349.83
Exhibit Equipment                       50,000.00      41,279.21         8,720.79
Total Equipment                        161,000.00     103,987.62        57,012.38


 Total Capital Expenditures           1,016,000.00   1,977,258.77     (961,258.77)
        MINUTES OF OCFEC BOARD OF DIRECTORS MEETING
                    HELD OCTOBER 27, 2011

1.   CALL TO ORDER:
     Chair Tucker called the meeting to order at 10:02 a.m.

2.   MISSION STATEMENT:
     Chair Tucker recited the OCFEC Mission Statement.

3.   PLEDGE OF ALLEGIANCE:
     The Pledge of Allegiance was recited by Greg Ridge and roll call taken.

4.   DIRECTORS PRESENT:
     Chair Tucker, Vice Chair La Belle, Director Ellis, Director Dodge, Director
     Dykema, Director Hayakawa, Director Jahangiri, Director Berardino, and
     Director Mouet

     DIRECTORS ABSENT/EXCUSED:
     None

     OTHERS PRESENT:
     Steve Beazley, President and CEO; Sharon Augenstein, CFO; Doug
     Lofstrom, VP of Events; Jerome Hoban, VP of Operations; Marlene
     Apodaca, court reporter; Larry Sasson; Jeff Willson, OCFEC; Roger
     Grable, counsel; Steve Edwards, counsel; Jeff Teller, OCMP; Stewart
     Suchman, OCMP counsel; Ruben Smith, OCMP counsel; Ed Straub;
     Robin Wachner, OCFEC; Dan Gaines, OCFEC; Norberto Santana, Voice
     of OC; Cathy Yatch; OCEA; Joe Serna, Daily Pilot; Bob Mosley; Charlene
     Leavett, RCS; Guy Leavett, RCS; Theresa Sears, OCFPS; Sandra Genis;
     Mike Robbins; Jeanine Robbins; Dan Joyce, City of Costa Mesa; Greg
     Ridge; Roy Englebrecht; Dorothy Peyatt; Peter Mills; Susan Mills; Mary
     Ann Archbold, OCWS; Rigel Stone; Thien Dinh Tran; Yon Seok Pak; Caly
     In Pak; Jill Broderich; Scott Baugh, OC Marathon; Jane Martin, OC
     Marathon; Jean Pasco, OC Marathon; Bill Ward; Carol Russo; Steve
     Paoletti; Wendy Taylor, OCWS; Thomas Mann; Sandy Kwan; Hiep Hoang;
     Matt Cheng; Frank Mitchell; Quynh Hoang; Radi Abdin; Connie Abdin;
     Robin Leffler; Greg Danz; Dan Lamb; Calvin Pak; Evelyn Gaston; David
     Batistelli; Chester Lenz; Tom Askew; Lisa Sabo; Richard Spix

5.   CEO’S OPERATIONAL UPDATE

     Kevin Coy, President of the Orange County Wine Society, discussed the
     OCWS and their involvement with the annual OC Fair including a donation
     from OCWS to improve the Courtyard as well as a donation to Centennial
     Farm Foundation. He then announced dates for the 2012 OC Fair
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 2 OF 10



                   Commercial Wine Competition (June 2-3), the Judges Dinner (June 2),
                   and the 2012 OC Fair Home Wine Competition (June 9).

                   Mary Ann Archbold, President of the Centennial Farm Foundation,
                   discussed CFF and congratulated staff on a successful Fair. She then
                   discussed attendance at Centennial Farm and enrollment for the Ranch
                   After-School program. She discussed strengthening CFF’s fundraising and
                   involvement at OCFEC.

                   Dr. Steven Beazley, OCFEC President & CEO, stated that the CDFA Fairs
                   Consortium on Fair Governance has not issued their report thus he was
                   not able to provide an update regarding this item.

                   Beazley then presented Mannat’s response to Alvarado Smith’s letter
                   dated October 24, 2011.

                   Jerome Hoban, OCFEC VP of Operations, presented updates regarding
                   the Main Mall and Pacific Amphitheatre construction projects.

         6.        MATTERS OF PUBLIC COMMENT

                   Mike Robbins spoke in support of the Orange County Market Place,
                   asking the Fair Board to help rebuild the Market Place.

                   Jeanine Robbins spoke in support of the Orange County Market Place.

                   Bill Ward spoke in opposition to the renovation of the Pacific
                   Amphitheatre.

                   Director Berardino suggested that OCFEC host workshops to discuss the
                   Pacific Amphitheatre renovation.

                   Director Ellis mentioned that the Board, at the September 22 meeting,
                   advocated community outreach regarding the Pacific Amphitheatre
                   renovation.

                   Carol Russo spoke in support of the Orange County Market Place.

                   Richard Spix spoke about previous litigation regarding the Pacific
                   Amphitheatre and told the Board they need to conduct an alternatives
                   analysis regarding the renovation project before approving a budget.

                   Director Ellis stated that the current Board had learned from the past
                   mistakes made regarding Pacific Amphitheatre and considered it bad
                   business not to do due diligence for the renovation.
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 3 OF 10



                   Roger Grabel, OCFEC legal counsel, stated that until OCFEC has an
                   approved project it cannot conduct an alternatives analysis.

                   Greg Ridge spoke in support of the Citizen’s Oversight Committee
                   discussed at the September 22 Board meeting.

                   Steve Paoletti spoke in support of the Orange County Market Place and of
                   the Citizen’s Oversight Committee.

                   Director Ellis stated that OCFEC has contractual relationship with Tel Phil
                   Enterprises but not with the vendors.

                   Sandra Genis criticized the board for not reaching out the community
                   regarding the Pacific Amphitheatre renovation.

                   Lisa Sabo criticized Director Ellis’ presentation at the September 22 Board
                   meeting regarding the Governor’s attempted sale of the fairgrounds. She
                   also spoke about the lack of stability regarding the equestrian center. She
                   then criticized the operation of the OC Marathon.

                   Theresa Sears spoke of her lack of confidence in some of the Board
                   members learning from past mistakes. She then discussed issues
                   regarding the Governor’s plan to sell the property. She submitted a public
                   records request regarding how the Board paid $19,070.20 to Nossaman in
                   2009. She then asked to see checks paid by Foundation members to
                   reimburse the Fair for work done on their behalf.

                   Robin Leffler spoke in support of the OC Fair and the Orange County
                   Market Place. She then spoke about noise issues at the Pacific
                   Amphitheatre prior to the closure in the 1990s and asked how the
                   renovations would affect noise abatement for the adjacent neighborhoods.

                   Director Jahangiri again reiterated the board’s desire to meet with the
                   community regarding the Pacific Amphitheatre

         7.        MINUTES:

                   A.        Board Meeting held September 22, 2011
                             Action item

                   ACTION: Director Dykema motioned and Director Berardino seconded to
                   review and approve the minutes from the Board meeting held September
                   22, 2011. MOTION PASSED UNANIMOUSLY
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 4 OF 10



         8.        CONSENT CALENDAR

                   AGREEMENTS:

                   A.        Standard Agreements: SA-264-11NY; SA-265-11NY;
                             SA-266-11NY; SA-267-11NY

                   B.        Amendements: SA-13-11EM ; SA-14-11PS; SA-65-10PS;
                             SA-228-08SC

                   C.        Rental Agreements: R-180-11; R-181-11; R-182-11; R-184-11;
                             R-186-11; R-187-11; R-188-11; R-189-11; R-190-11; R-191-11;
                             R-192-11; R-193-11; R-194-11; R-195-11; R-196-11; R-197-11;
                             R-198-11; R-199-11; R-200-11; R-201-11; R-202-11; R-203-11;
                             R-204-11; R-205-11; R-206-11; R-207-11; R-208-11; R-209-11;
                             R-210-11; R-211-11; R-212-11; R-213-11; R-214-11; R-215-11

                   ACTION: Vice Chair La Belle motioned and Director Berardino seconded
                   to review and approve the Consent Calendar. MOTION PASSED
                   UNANIMOUSLY

         9.        GOVERNANCE PROCESS:

                   A. OC Marathon Contract
                      Action Item

                        Director Ellis recused himself from the discussion.

                        Beazley introduced the item and staff report.

                        Director Mouet asked why the staff recommendation was for a five
                        year agreement.

                        Beazley introduced Scott Baugh, board member of the OC Marathon.
                        Baugh introduced the owners of the OC Marathon: Angie Rowe, Jean
                        Pasco, Amy Tomshack, Jane Martin and Gary Kutscher. Baugh
                        addressed concerns regarding the proposed contract. Baugh explained
                        that a five-year contract allows for long term planning of a very
                        complex event.

                        Director Berardino asked what portion of the Marathon profits benefits
                        youth programs. He questioned the justification given by staff in 2008
                        to allow the OC Marathon to use the property rent free. He then
                        suggested that the motion be postponed until the November board
                        meeting.
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 5 OF 10



                        Baugh answered that, despite the agreement approved in 2008,
                        OCFEC has made money from the Marathon every year. Baugh then
                        stressed that business model has changed since 2008 and it is the for-
                        profit organization that is seeking a contract. Baugh discussed the
                        youth outreach conducted by the OC Marathon Foundation and invited
                        Berardino to join the OC Marathon Foundation Board.

                        Director Jahangiri asked if the lease was fair market rate. Beazley
                        answered yes.

                        Director Hayakawa reminded the Board that the item was tabled in
                        September to review the question regarding gift of public funds and
                        that that question was answered by the attorneys. Thus, he stated, the
                        board should consider approving the agreement.

                        Director Berardino then suggested that the Board give notice to Tel
                        Phil for exclusive use for the property but not approve the contract yet.

                        Director Dykema stated that such considerations would need to be
                        applied to all contracts.

                        Director Berardino continued to stress his point.

                        Director Jahangiri thanked the vendors and Tel Phil for their business
                        but stated that poking holes in these deals would be bad business for
                        OCFEC.

                        Jeanine Robbins stated that the OC Marathon and the Orange County
                        Market Place have existed together and it is the instability that is
                        damaging the Market Place. She didn’t understand why the Marathon
                        needed an exclusive weekend.

                        Greg Ridge stated that at the City of Costa Mesa, the Marathon
                        negotiated their law enforcement rate as a non-profit. He then spoke in
                        opposition to the exclusive use of property for the OC Marathon.

                        Lisa Sabo spoke in opposition to the exclusive use of the property by
                        the OC Marathon. She then stated that at 12,000 to 15,000 participants
                        paying $100 each, the Marathon grosses $15 million.

                        Chair Tucker asked Scott Baugh to address these figures. Baugh then
                        stated that 15,000 participants at $100 would equal $1.5 million not
                        $15 million.

                        Jeff Teller, Tel Phil Enterprises, questioned the motives behind
                        exclusive use of the property to the OC Marathon. While he supported
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 6 OF 10



                        the idea of a marathon, he did not understand the rationale for
                        exclusive use of the property.

                        Director Berardino asked about the OC Fair Fun Run.

                        Scott Baugh answered that the Fun Run was an OC Fair event that the
                        OC Marathon was contracted to operate. He then stated that, while the
                        Marathon and the Orange County Market Place have coexisted in the
                        past, exclusive use of the parking lots is required to grow the
                        Marathon.

                        Sandra Genis, speaking in opposition to exclusive use of the
                        fairgrounds, urged OCFEC and OC Marathon to work with the
                        community.

                        Robin Leffler discussed community distrust of the Board. She then
                        spoke in opposition to the exclusive use of the property for the OC
                        Marathon. She then suggested that this motion and the termination of
                        the Market Place lease is petty revenge against Tel Phil.

                        Meeting adjourned for lunch from 12:03 p.m., resuming at 12:38 p.m.

                        Director Hayakawa stated that this contract is no different than any
                        other contract and voiced his support for approval.

                        Vice Chair La Belle suggested that during the Marathon, Market Place
                        vendors be allowed to set up in the exhibit buildings as part of the
                        event. Scott Baugh answered that, while details would need to be
                        discussed, he did not see any problems with the idea.

                        Jeff Teller stated that the vendors would not be interested in such an
                        arrangement.

                        Vice Chair La Belle stated that he supports the Marathon but would be
                        more comfortable with a one year agreement instead of the five year
                        agreement being considered.

                        Scott Baugh further discussed the complexities of staging the
                        Marathon stating that a five year deal gives stability to the event.

                        Director Berardino repeated his previous comments.

                        ACTION: Director Berardino motioned and Vice Chair La Belle
                        seconded to table discussion until the next meeting, reopen
                        negotiations with the OC Marathon to secure a better deal, and give
                        notice to Tel Phil regarding exclusive use of the property for the
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 7 OF 10



                        weekend that includes the first Sunday in May. MOTION FAILED
                        WITH DIRECTOR MOUET, DIRECTOR BERARDINO AND VICE
                        CHAIR LA BELLE VOTING YES AND DIRECTOR ELLIS
                        ABSTAINING.

                        ACTION: Director Dykema motioned and Director Hayakawa
                        seconded to approve a five year agreement with the OC Marathon for
                        use of OCFEC facilities during the weekend that includes the first
                        Sunday in May in exchange for a minimum guarantee of $100k per
                        year and exercising exclusive use of the weekend as provided for in
                        the second amendment of the Outdoor Market Place lease agreement
                        dated April 1, 2009. MOTION PASSED WITH DIRECTOR MOUET,
                        DIRECTOR BERARDINO AND VICE CHAIR LA BELLE VOTING NO
                        AND DIRECTOR ELLIS ABSTAINING.

                   B. Swap Meet RFP
                      Action item

                        Beazley presented the staff report and recommendation.

                        Vice Chair La Belle asked about the scoring committee. Beazley
                        explained that it would be comprised of three to five persons including
                        members of staff and the Board.

                        Director Ellis asked who requested the negotiations for the Second
                        Amendment. Beazley answered that Tel Phil approached the District.

                        Director Berardino suggested that the Board delay voting on the item in
                        order to give Board members more time to review the RFP. He then
                        asked Beazley if he would be available to meet with Board members to
                        review the RFP if the item was delayed. Beazley answered yes.

                        Director Mouet suggested giving the board more time to familiarize
                        themselves with the RFP.

                        Director Hayakawa suggested postponing the vote to further review the
                        RFP.

                        Director Jahangiri expressed support for Model 2.

                        Chester Lenz criticized the Board for not tabling the Marathon vote for
                        30 days. He then spoke in support of the Orange County Market Place
                        and discussed his experience as a vendor.

                        David Batiselli spoke in support of the Orange County Market Place.
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 8 OF 10



                        Evelyn Gaston spoke in support of the Orange County Market Place
                        asking OCFEC to correct reports in the media that the Market Place is
                        closed.

                        Calvin Pak spoke in support of the Orange County Market Place.

                        Dan Lamb spoke in support of the Orange County Market Place stating
                        all previous OCFEC Boards have had conflicts with Tel Phil.

                        Greg Dans, representing Newport Diversified, Inc. stated that they
                        have performed well over the past five years operating swap meets at
                        other locations such as Santa Fe Springs and Cypress College and
                        they would be interested in the RFP.

                        Stewart Suchman, Tel Phil legal counsel, asked who invited Delaware
                        North to attend the September 22 Board meeting? What is Platinum
                        Advisors? Who is Brett Granlund? He then asked about work that
                        Platinum Advisors had done for the OCFEC as a subcontractor for
                        LSA.

                        Ruben Smith, Alvarado Smith, spoke in support of the Orange County
                        Market Place claiming information presented at the September 22
                        meeting was false and misleading. He then requested that the Board
                        reconsider their decision to issue the termination notice to Tel Phil
                        because of the negative effect it is already having on the vendors.

                        Mike Robbins spoke in support of the Orange County Market Place
                        asking staff to work with Tel Phil to work out an agreement.

                        Greg Ridge spoke about the cancelled December 31 Board meeting.

                        Sandra Genis spoke in support of the Orange County Market Place
                        and against charging for parking during the Market Place.

                        Theresa Sears spoke about the cancelled sale of the fairgrounds.

                        Meeting recessed at 2:16 p.m. and resumed at 2:29 p.m.

                        Director Berardino suggested reconsidering the notice of termination.

                        Vice Chair La Belle asked staff to issue a press release stating that the
                        Board has taken no action on issuing the RFP and the Orange County
                        Market Place is still open.
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 9 OF 10



                        Vice Chair La Belle asked Jeff Teller if he would meet with Beazley
                        before the next board meeting to work on finding some commonality if
                        they deferred action on the RFP.

                        Director Hayakawa suggested two board members be in attendance at
                        the meeting.

                        Director Ellis reminded the Board that the Orange County Market Place
                        financial issue is not a trend over the last two years, but a ten year
                        decline.

                        Director Jahangiri stressed that it is essential that Beazley and Jeff
                        Teller meet to discuss these issues before the next Board meeting.

                        ACTION: Director La Belle motioned and Director Berardino seconded
                        to continue consideration of the swap meet RFP to the meeting of
                        November 17, and to agendize for that meeting the consideration of
                        the withdrawal of the notice of termination to Tel-Phil. MOTION
                        PASSED WITH DIRECTOR ELLIS AND DIRECTOR DYKEMA
                        VOTING NO.

                        Chair Tucker appointed Director Berardino and Vice Chair La Belle to
                        be on the Tel Phil Committee.

                   C. Carnival/Midway Contract
                      Action item

                        Doug Lofstrom, Vice President of Events, presented the staff report
                        and recommendation.

                        Guy Leavitt thanked the board for an enjoyable relationship over the
                        past 17 years.

                        Director Hayakawa and Director Ellis complimented RCS on their
                        operation.

                        ACTION: Director Hayakawa motioned and Director Dykema
                        seconded to review and approve ten year carnival agreement with Ray
                        Cammack Shows, Inc. (RCS) effective January 1, 2012 through
                        September 30, 2021 and authorize submission of the agreement to
                        F&E for their required approval. This action also requires the
                        cancellation of the five year MOU dated July 1, 2009 with RCS.
                        MOTION PASSED UNANIMOUSLY

                        Director Dykema excused himself from the meeting.
OC FAIR & EVENT CENTER, 32ND DAA
MINUTES OF THE BOARD OF DIRECTORS MEETING
OCTOBER 27, 2011, PAGE 10 OF 10



                   D. 2012 Operating Budget
                      Action Item

                        Continued until the next Board meeting.

         10.       CLOSED SESSION

                   No closed session

         11.       BOARD OF DIRECTORS MATTERS OF INFORMATION

                   Director Dodge suggested that those in attendance refrain from using the
                   term “gun to the head” when discussing contract negotiations.

         12.       NEXT BOARD MEETING: NOVEMBER 17, 2011

         13.       ADJOURNMENT

                   Meeting adjourned at 3:15 p.m.



         ______________________________________
         Joyce Tucker, Chair


         _______________________________________
         Dr. Steven Beazley, President & CEO
                                    CONTRACTS FOR BOARD APPROVAL


 Contract #      Contractor                               Description                           Term            Amount
SA-267-11NY   Project Dynamite                    New Year's Eve entertainment             12/31/11 - 1/1/12   $2,500.00
                                         The Cured - The Cure tribute band - New Year's
SA-268-11NY   Michael Twombly                                                              12/31/11 - 1/1/12   $2,500.00
                                                           Eve performer
SA-269-11NY    Britain's Finest          Beatles tribute band - New Year's Eve performer   12/31/11 - 1/1/12   $4,500.00
                                         Rio - Duran Duran tribute band - New Year's Eve
SA-270-11NY   Gilbert Barron, Jr.                                                          12/31/11 - 1/1/12   $2,000.00
                                                             performer
SA-271-11NY      Joey Grillo              The Who Review - New Year's Eve performer        12/31/11 - 1/1/12   $2,500.00
                                           TNT - AC/DC tribute band - New Year's Eve
SA-272-11NY     John Tosdal                                                                12/31/11 - 1/1/12   $3,000.00
                                                             performer




                                                                                                                    November.11
                                                                                    OC FAIR & EVENT CENTER
                                                                            RENTAL AGREEMENTS FOR BOARD APPROVAL

  RA #                CONTRACTOR                                       EVENT                                   DESCRIPTION                     FACILITIES            DATES          CONTRACT AMOUNT
R-216-11                Morpace, Inc.                               Auto research                    Automobile industry focus group study     Building 12      11/11/11-11/13/11       $11,721.00
           The Art Insitute of California - Orange
R-217-11                                                        Portfolio review show                         Student showcase                 The Hangar           12/14/11             $7,648.00
                           County
R-218-11    Ranchan Ramen / Ranchan Swag                      Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-219-11          Chomp Chomp Nation                          Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-221-11             Erin Muellenberg                Medieval Animal Rescue Charity Faire & Show           Animal rescue fundraiser                EQC               11/6/11             $1,225.00
R-222-11             Front Porch Pops                         Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $40 per unit, per day
R-223-11              Circus America                               Piccadilly Circus                                Circus                   Grandstand Arena   11/19/11-11/20/11        $6,740.00
R-224-11                 Dos Chinos                           Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-225-11                   Panfiniti                          Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-226-11             The Bakery Truck                         Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $40 per unit, per day
R-227-11                Viking Truck                          Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-228-11              Adobo Express                           Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-229-11             Dogzilla Hot Dogs                        Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-230-11                Garlicscapes                              Food Truck Fare                   Thursday Food Truck gathering at OCFEC      Parking Lot         Thursdays       $25 per unit, per day
R-231-11                Garlicscapes                          Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-232-11              Shortstop BBQ                           Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-233-11                 Taco Maria                               Food Truck Fare                   Thursday Food Truck gathering at OCFEC      Parking Lot         Thursdays       $25 per unit, per day
R-234-11              The Burnt Truck                         Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-235-11             The Lobsta Truck                         Food Truck Fare After Dark           Wednesday Food Truck gathering at OCFEC      Parking Lot       Wednesdays        $50 per unit, per day
R-236-11             The Viking Truck                             Food Truck Fare                   Thursday Food Truck gathering at OCFEC      Parking Lot         Thursdays       $25 per unit, per day
                     Board of Directors Agenda Report
                     MEETING DATE: NOV. 17, 2011 ITEM NUMBER: 9A




SUBJECT:        Consideration of 18 month Notice of Termination to Tel-Phil
                Enterprises

DATE:           November 10, 2011

FROM:           Steve Beazley, President & CEO

PRESENTATION BY: Nick Berardino, OCFEC Board Member
                  Doug La Belle, OCFEC Board Member
  ________________________________________________________________

RECOMMENDATION
Tel Phil Committee recommends that the Board of Directors rescind the 18 month
termination notice issued to Tel-Phil Enterprises on September 22 and cancel the
issuance of a request for proposals for swap meet operations agendized as item 9B.

BACKGROUND
At the September 2011 Board of Directors meeting, the Board appointed a two-
person committee to meet with Tel-Phil enterprises to determine if a series of
meetings could produce a more cooperative and collaborative working relationship
between OCFEC and Tel-Phil Enterprises.

The committee was to also bring back a recommendation on the reconsideration of
the 18 month termination notice issued to Tel-Phil Enterprises and the issuance of
an RFP for swap meet operations.

The committee, comprised of Director Berardino and Vice Chair La Belle, along with
Dr. Steven Beazley, OCFEC President & CEO, met with representatives of Tel-Phil
Enterprises comprised of Bob Teller, Chairman of the Board, President Jeff Teller
and Vice President Ryan Miller. Jennifer Muir, a policy advisor to Nick Berardino,
was also in attendance.

Two meetings took place on Monday, November 7 and Thursday, November 10.
The meetings produced the foundation of a collaborative and cooperative working
environment with the goal of advancing the brands of the OC Fair & Event Center,
Tel-Phil Enterprises and 32nd DAA.
An outgrowth of the initial discussion was the agreement that areas for further
exploration would include (but not be limited to):

1.   Cross-promotion opportunities for Market Place, OCFEC Events and the OC Fair
2.   Capital investment into master plan initiatives
3.   New event creation
4.   Focused attention on resolution of any outstanding issues

The committee strongly believes that the spirit of collaboration and actual progress
made during the two meetings with Tel-Phil Enterprises seems to have established a
turning point in the relationship between OCFEC and Tel-Phil. All of the participants
feel that they have embarked on a path that will lead not only to an agreement, but
also to the long-term mutual success of both OCFEC and the Market Place.

The committee intends to continue meetings with Tel-Phil Enterprises with the goal
of producing a strategic plan for full board for consideration at the January 2012
Board of Directors meeting.

SUMMARY
The committee submits its recommendation in the spirit of advancing OCFEC into
the future to better serve the Southern California region, particularly Orange County
residents.
                      Board of Directors Agenda Report
                      MEETING DATE: NOV. 17, 2011 ITEM NUMBER: 9B




SUBJECT:        Swap Meet Request for Proposals

DATE:           November 17, 2011

FROM:           Steve Beazley, President & CEO

PRESENTATION BY: Steve Beazley, President & CEO
___________________________________________________________________

CARRIED FORWARD FROM THE OCT. 27, 2011 BOARD MEETING.

RECOMMENDATION

Executive Management recommends Model 1 to be the basis of the terms and
conditions for solicitation of an RFP.

The full RFP recommended for approval will be posted 5 p.m., Monday, October 24.

BACKGROUND

Model 1 Swap Meet - Cooperative/Collaborative/Full Property Integration

   This model, which is the recommendation of OCFEC Executive Management
   assumes the following with the adjoining financial analysis:

   1. Vendor Space Sales/Management—RFP 5 year term with 5 year option

   As reflected in the financial analysis below, vendor space and management
   currently generates approximately $4,000,000 per year in gross revenues.
   Under this model, the RFP would solicit for the private enterprise firm to perform
   this scope of work at the rental rate of 35% of gross revenues.

   2. Parking Sales and Operations—OCFEC

   Currently OCFEC manages one parking operation on the property, while the
   swap meet operator manages another. Having two parking plans is cumbersome
   to staff operations, confusing to the customer and is ripe for circumvention of fee
   assessment for parking. Parking for the swap meet customer, save for a
    preferred parking option, is free. Parking for those coming to year round
    promoted events at OCFEC is $5. A customer can inform the parking attendant
    they are attending the swap meet and then attend one of the promoted events
    resulting in a loss of parking revenue to OCFEC.

    Using the parking garage ticket validation model, customers coming to the
    property would receive a parking ticket, which the swap meet customer can
    validate at the swap meet, then present the validated ticket on the way out for
    free parking. Promoted event customers can either pay $5 for parking on their
    way out or visit the swap meet and receive validation. This would drive more
    property attendees to the swap meet.

    The financial model assumes that 50% of swap meet attendees will obtain
    parking ticket validation and alleviate the fee circumvention situation.

    3. Food and Beverage Sales and Management—Ovations

    The current operator pays 25% on food and beverage sales. Ovations, the
    current master concessionaire of the property, pays 34% for food sales and 40%
    alcohol sales. One property-wide food service company will provide consistent
    service, increased revenues to the District and a greater opportunity for
    competitively-bid, property-wide corporate sponsorships for exclusive product
    and or signage on the property (example: Pepsi or Coke as the exclusive soft
    drink of OCFEC)

    4. Admission Free to Patron

    All OCFEC visitors would receive free admission to the swap meet, promoting a
    “free roam” approach to all areas of programming on the fairgrounds, including
    the Centennial Farm. This approach will promote longer stays, more patronage
    to all events and increased food and beverage sales.


Financial Analysis:

                        2 Year Actual                                Revenue per 
Revenue                      Average     Proposed Terms           Proposed Terms Proposed Revenue Assumptions
Space Rent                $3,925,831     35% of Gross                 $1,374,041 % against 2 year Space Rent average
Admission                    988,894     Free Admission                        0
Parking                      193,643     $5 parking, 100% OCFEC          735,818 2 yr Admission avg / 2.5 per car x 50%
F&B                        2,674,911     Ovations Commission             840,514
Total Revenue             $7,783,278                                  $2,950,373
Revenue as % of Gross                                                        38%
Model 2 – Full Outsource of Swap Meet Operations (Existing Swap Meet
Operation)

       Recommended Terms and Conditions:

       1.   5 year term 2013-2018 with five-year option
       2.   $3,000,000- $3,250,000 minimum guarantee
       3.   12 month termination without cause
       4.   Add 2 or 3 weekends back into SM operation


                                                       New Min Guarantee     New Min Guarantee
    Historical Actuals         2 Year Actual Average    (Add 2 Weekends)      (Add 3 Weekends)
    Total Admissions                         735,818

    Space Rent Revenue                   $3,925,831
    Admissions Revenue                      988,894
    Parking Revenue                         193,643
    Food & Beverage                       2,674,911
    Total Revenue                        $7,783,278

    OCFEC Revenue                        $2,052,026            $3,000,000            $3,250,000
    Revenue as % of Gross                      26%                   35%                   35%  
 

Model 3 - Swap Meet Operated by OCFEC

    Discussion: This model cannot be accomplished by OCFEC due to existing
    Business and Professions Code 21669 5b which states:

         State or local governmental entities shall not operate or manage a swap meet
         for profit in direct competition to a private enterprise, unless they comply with
         subdivision (a) of Section 21662.


Model 4 - No Swap Meet - Revenue Replacement Plan

       As directed by the Board, management compiled a revenue replacement plan if,
       for any reason, a swap meet ceases to exist on the property in the future. Early
       estimates show that approximately $3,500,000 could be claimed by OCFEC by
       bringing all categories of pricing for the summer Fair and year round events to
       market rates. Categories include admission and parking fees, facility rental rates,
       and extending the dates of the summer Fair.
It should be noted that should a swap meet remain on the property, all OCFEC
pricing should be reviewed in the next 5 year business plan for OCFEC,
beginning in 2013.
                Swap Meet Request for Proposals (RFP)
                        Executive Summary
                          Dr. Steven Beazley, President & CEO


Background

Attached is a draft of Request for Proposals (RFP) for Swap Meet Operations being made
available for your review and approval. While the entire RFP is important toward a
successful bid process and eventual lease agreement, I have called out certain sections
which pertain primarily to the judiciary responsibility the Board bears in selecting a
particular business model it chooses to base the bid process upon.

Items not included on this list are primarily operational, administrative or legal in nature
and have been reviewed by the CEO and legal counsel. While the Board remains
responsible for the entire RFP’s content, the critical items are those listed here.

Based on the staff report (9B in the Board packet), which outlines two business models,
the RFP has used italics to demarcate those items which would be clarified once a
business model is chosen. The staff-recommended model bids out vendor space sales and
management only, reserving parking operations for the District, food and beverage
service for the current on-site master concessionaire and free admission to the patron.
Model #2 articulates a more existing-conditions swap meet operation with modifications
of financial and contract termination language.

1. Part III, Section A. 6. Protests (p. 9-10) —This section prescribes a locally based
   protest process that is permissible with revenue contracts and used similarly with the
   District’s bidding of multi-year Spa premium space in the early 2000’s.

2. Part IV, Section A. Description. (p. 12)

3. Part VI, Section 6b. Financial Proposal. (p. 20) —These terms will correspond with
   the business model chosen by the Board of Directors.

4. Part VIII, Section D. 1-5. Date and Hours of Operations (p. 40)

5. Part VIII, Section F. 1-2. Rent (p. 43)

6. Part VIII, Section U. 19. Prohibition Against Similar Operation (p. 60) —This item
   contained a 25 mile radius clause for operators to be eligible to bid. The suggestion is
   we open up competition by striking this prohibition.



                   OC Fair & Event Center • 32nd District Agricultural Association
                      88 Fair Drive, Costa Mesa, CA 92626 • (714) 708-1514 • ocfair.com
          32nd DISTRICT AGRICULTURAL ASSOCIATION


                      REQUEST FOR PROPOSAL PACKAGE
                          HIGH SCORE PROPOSAL

                                GROUND LEASE
                                    FOR A
                            SWAP MEET OPERATION
                                  INCLUDING
                           FOOD & BEVERAGE SERVICE
                           AND PARKING MANAGEMENT


                                RFP NUMBER SM-04-11

                            OC FAIR & EVENT CENTER


                                   OC Fair & Event Center
                             32nd District Agricultural Association
                                         88 Fair Drive
                                   Costa Mesa, CA 92626


                               Date Issued: November 1, 2011


         Sealed Bids must be received no later than 3:00 p.m., November 30, 2011


Contact Person: Steven Beazley                                        Email: sbeazley@ocfair.com

This person is the only authorized person designated by the District to receive written
communication concerning this RFP. Please do not attempt to contact any other person
concerning this RFP. Written communication of District representatives and employees
concerning the RFP (including the contact person listed above) shall not be binding on the
District and shall in no way excuse the bidder of obligations as set forth in the RFP. Only
questions concerning the technical requirements of the RFP will be answered. Unless initiated by
the District, all communications shall be in writing.


         MANDATORY PRE-BID MEETING – NOVEMBER 7, 2011, 1:00 P.M.
                                    TABLE OF CONTENTS

                                                                                                                   Page


I       DEFINITIONS ..................................................................................................... 1
II      GENERAL INFORMATION ............................................................................. 3
III     RULES GOVERNING COMPETITION & TECHNICAL
        EVALUATION .................................................................................................... 8
IV      HISTORY AND GENERAL INFORMATION.............................................. 12
V       SWAP MEET REQUIREMENTS AND BIDDER
        QUALIFICATIONS .......................................................................................... 14
VI      SUBMISSION REQUIREMENTS .................................................................. 16
VII     EVALUATION, SELECTION, AND SCORING PROCESS ....................... 22
VIII FORMS SECTION ............................................................................................ 27
IX      EXHIBITS SECTION ....................................................................................... 35
                                    PART I

                                DEFINITIONS

BIDDER/PROPOSER:     The individual, company, organization or business entity
                     submitting the proposal in response to the Request for Proposal.

BUSINESS DAYS:       For the purposes of this proposal, any reference to Business Days
                     will refer to Monday through Friday except for recognized State of
                     California holidays.

CONTRACTOR:          Refers to that Bidder selected by the District to provide the services
                     set forth in this RFP. Terms can be used interchangeably.

DISTRICT:            Refers to the 32nd District Agricultural Association which is an
                     agency of the State of California within the Division of Fairs &
                     Expositions under the Department of Food & Agriculture.
FAIRGROUNDS:         Refers to the real property known as the OC Fair & Event Center

FAIRTIME / OC FAIR   Refers to the approved dates for the OC Fair established annually
                     from time to time by Board of Directors of the District.

FINANCIAL            Financial Records means true and accurate books of account and
RECORDS:             business records conforming to generally accepted accounting
                     principles showing all the Lessee’s Gross Revenues relating to the
                     Lease Agreement including, without limitation, all sales, tax
                     reports, bank deposit records, contracts, licenses and any documents
                     called for in the Lease Agreement.

GROSS REVENUES:      Gross Revenues means any and all revenue generated by the swap
                     meet operation to include, but not limited to, all admission fees,
                     space rental charges, food and beverage sales, parking charges,
                     miscellaneous income and sales, sponsorship and/or advertising
                     fees collected by the Lessee. Sales tax collected by Lessee is not
                     part of Gross Revenues.

IMPROVEMENTS:        Improvements means any addition to or modification of the
                     Premises during the Term of this Lease Agreement, as approved by
                     the District pursuant to Lease Terms.

LEASE AGREEMENT:     Lease Agreement refers to the agreement for lease of property and
                     operating rights between the District and the Contractor selected by
                     the District for the swap meet pursuant to this RFP.

LEASE YEAR:          Lease Year means each successive twelve (12) month period during
                     the Term of the Lease Agreement.




                                        1
MINIMUM            Minimum Guaranteed Rent means the amount determined as the
GUARANTEED RENT:   minimum rent guaranteed by the Lease Agreement.

STATE AGENCIES:    Those agencies of the State of California having applicable
                   jurisdiction over this transaction; including the Department of
                   General Services, and the Division of Fairs & Expositions, and
                   Department of Food and Agriculture, which is a division of the
                   agency of the State of California overseeing the activities of District
                   Agricultural Associations and County and Citrus Fruit Fairs.

SWAP MEET:         Swap meet means the swap meet operations and all associated
                   business to be conducted on the Premises pursuant to the Lease
                   Agreement.

PERCENTAGE RENT:   Percentage Rent means the amount determined as the percentage of
                   Gross Revenue by the Lease Agreement.

PREMISES:          Premises refers to that certain parcel of real property located in the
                   City of Costa Mesa, Orange County, State of California, described
                   as the vendor space on the attached Exhibit A incorporated into this
                   RFP. The boundaries on Exhibit A are fixed and absolute (subject
                   to adjustments as provided in Part IV of this RFP). No part of the
                   swap meet may exceed these boundaries without the prior written
                   consent of the District.

RENTAL:            Rental refers to the consideration that will be paid to the District by
                   the successful bidder pursuant to the Lease Agreement to be
                   awarded under this RFP process. Rental shall be the Minimum
                   Guaranteed Rent or Percentage Rent, whichever is greater, plus any
                   other fees, payments, or penalties required by the Lease
                   Agreement.

RENTAL             Rental Commencement Dates means March 28, 2013.
COMMENCEMENT
DATE:

RFP:               Request For Proposal.

RESPONSIVE:        Proposals that are timely, meet the proper format required for
                   submittal of the proposals, and provide the required information
                   pursuant to the criteria outlined in the RFP will be considered
                   “responsive.”

TERM:              Term refers to the period of time beginning on the Rental
                   Commencement Date and ending on the date provided for in the
                   Lease Agreement or as terminated pursuant to the terms and
                   conditions set forth in the Lease Agreement.



                                      2
                                             PART II

                                  GENERAL INFORMATION

A.     Request For Proposals (RFP)

        The Board of Directors of the District in releasing this RFP intends to award a Lease
Agreement for the operation of a swap meet on the Premises. The term of the Lease Agreement
will be for five years, with a five-year renewal option. Only the District, in its sole and exclusive
discretion, may exercise the Lease Agreement renewal option. The District’s exercise of the
option to extend the Lease Agreement may include or require renegotiation of all or part of the
Lease Agreement, in the District’s sole and exclusive discretion.

B.     Bidder Responsibility

        Bidders are urged to read the documents thoroughly. The District will not be responsible
for errors and/or omissions on the part of the bidder. It is recommended that each bidder
carefully review the proposal to be submitted in response to the RFP. The District, the Scoring
committee, and other individuals reviewing proposals on behalf of the District will not make
interpretations or correct any errors in calculations.

       All costs associated with the bidder completing and submitting a proposal are the sole
responsibility of the bidder.

TO BE CONSIDERED RESPONSIVE, BIDDERS ARE REQUIRED TO ATTEND A
MANDATORY PRE-BID MEETING ON November 7, 2011 at 1:00 p.m. in the District’s
Administration Building located at 88 Fair Drive, Costa Mesa, CA 92626. ALL BIDDERS
MUST SIGN IN AT THE MANDATORY WALK-THROUGH. BIDS OR PROPOSALS
WILL NOT BE ACCEPTED FROM BIDDERS WHO DO NOT ATTEND THE
MEETING.

        Persons and entities submitting qualifications or responses to this RFP will assume all
financial costs and risks of submission or bidding. No reimbursement or remuneration will be
made by the District to cover the costs of any bids, whether or not any parties are selected or
whether or not any subsequent bid is selected. No broker or finder is entitled to any commission
or finder’s fee in connection with this or any future transaction related to the Premises.

C.     Delivery of Proposals

        No proposal will be considered if it has not been physically received at the place, and
prior to the closing time, stated in this RFP. Receipts and/or postmarks dated prior to or on this
deadline will not be acceptable if actual documents are not received as stated below. Proposals
failing to meet these requirements will be deemed non-responsive, and will not be accepted,
considered or scored.

        Proposals must meet the following format requirements to be deemed responsive for
District consideration:



                                                 3
       •   One sealed package containing five (5) copies of the Proposal including a copy of the
           Bidder/Contractor Status Form and labeled with the bidder’s name and “SWAP
           MEET OPERATION” (For additional details, see Part VI, B1.)

       •   All proposals must have original signatures, and must be submitted to the District’s
           Administration Office, no later than Wednesday, November 30, 2011, 3:00 p.m. The
           District reserves the right to refuse to accept for consideration any proposal which has
           not been received at the place, and prior to the time, stated in this RFP.

       •   The sealed package must be placed in a second package with the bidder’s name on
           the outside and addressed as follows.

       •   The terms of the swap meet operations will be based on the Lease Agreement
           attached as Exhibit D. The fully-executed Lease Agreement submitted by a bidder
           may contain modifications to the terms of the Lease Agreement attached hereto. The
           extent to which the “blacklined” version of the Lease Agreement shows modifications
           to the terms of the Lease Agreement attached hereto will be a consideration in the
           selection of the successful bidder. The District will look more favorably upon offers
           containing minimal modifications to the form of Lease Agreement attached hereto.

                                  RFP NUMBER SM-04-11
                             32nd District Agricultural Association
                                   OC Fair & Event Center
                                         88 Fair Drive
                                   Costa Mesa, CA. 92626

D.     Contract Award

        The contract shall be awarded to the qualified bidder who obtains the highest score,
subject to the approval of the District’s Board of Directors and all State Agencies, as required by
law. The technical and financial proposal of each bidder will be evaluated and scored by the
Evaluation and Selection Committee (“Scoring Committee”) based on the score sheet contained
in Section VII, “Evaluation, Selection, and Scoring Process.” A Notice of Proposed Award will
be posted for five (5) business days at the District’s Administration Office. In addition, a copy
of the notice will be sent by certified mail to each bidder.

       A contract award is not final until:

       •   the time for posting notice of award has expired;

       •   protests filed, if any, have been withdrawn or rejected by the District Board of
           Directors;

       •   the award of contract is approved by the District Board of Directors; and

       •   all applicable State agencies have approved the fully-executed Lease Agreement.




                                                 4
E.     Tentative Schedule

           RFP Released                                                       November 1, 2011

           MANDATORY PRE-BID MEETING                              1:00 p.m., November 7, 2011

           *Questions Due via Email – 5:00 p.m.                               November 8, 2011

           *Answers Posted on District Web Site                              November 10, 2011

           Proposal Deadline – 3:00 PM                                       November 30, 2011

           Proposals Scored                                            December 1, 2011 through
                                                                             December 2, 2011
           Interviews, presentations, visitations may
           be required as part of the scoring process.

           Post/mail “Notice of Proposed Award”                               December 2, 2011

           Protest deadline date                                              December 9, 2011

           Response deadline to protest                                      December 14, 2011

           Contract approved by the District Board                           December 15, 2011

           Lease approval by State Agencies                       January 15, 2012 (estimated)

           New Lease Commences                                                  March 28, 2013


       *Questions are to be submitted in writing. All bidders will be sent email notification
when questions and answers are posted on the District's web site. No RFP related questions will
be accepted following 5:00 p.m. on November 8, 2011.

F.     Contact for Information

        Oral communications of District officers and employees concerning the RFP are not
binding on the District, and will not excuse any bidder or competitor of any obligations
established by this RFP. Only questions concerning technical requirements will be
answered.

       All inquiries concerning this RFP are to be directed to:

                                     Steven Beazley, CEO
                              32nd District Agricultural Association
                                          88 Fair Drive
                                    Costa Mesa, CA 92626
                                     sbeazley@ocfair.com



                                                 5
G.     Small Business Preference

        California Government Code section 14835, et seq., (the Small Business Procurement
and Contract Act) requires that a five percent (5%) preference must be given to bidders who
qualify as a small business. The rules and regulations of the Small Business Procurement and
Contract Act are in the California Code of Regulations, title 2, section 1896, et seq. A copy of
the regulations is available upon request.

        To claim the small business preference, which may not exceed $50,000 for any proposal,
bidder's company must have its principal place of business in the state of California and have a
complete application (including proof of annual receipts) on file with the State Office of Small
Business & Disabled Veteran Business Enterprise (OSDS). Questions regarding the preference
approval process should be directed to the OSDS, 707 Third St., First Floor, Room 400, West
Sacramento, California 95605, (916) 375-4940.

       If bidder is claiming the 5% small business preference, a copy of the OSDS Small
Business Certification must be submitted with the Proposal.

H.     Bidder/Contractor Status Form

         All bidders must complete, sign and submit the Bidder/Contractor Status Form together
with its proposal in response to the RFP. Failure to include this form with the proposal will
result in the proposal being deemed non-responsive. The District reserves the right to verify the
information on the Bidder/Contractor Status Form. If the bidder is a corporation, the form must
include the title of the person signing, (i.e., corporate officer status), and a copy of the corporate
resolution authorizing the signing of the form and must be attached. If the bidder is a
partnership, the signing partner must be the authorized general partner and if the bidder is a
limited liability company, the signer must be the authorized manager or managing member.

I.     Insurance

         The bidder awarded the contract must provide a signed original Certificate of Insurance
in the minimum amount of $5,000,000 in commercial liability coverage, including liquor
liability, $1,000,000 in automobile liability insurance per occurrence for bodily injury and
property damage liability combined prior to the time of entering into a contract pursuant to this
RFP.

       Unless the successful bidder is on the Master Insurance Certificate List of California
State Fairs Association, or Division of Fairs and Expositions, California Department of
Agriculture, the insurance certificate must include the following:

       •   Evidence of authorized insurance for not less than the initial year of the term of the
           Lease Agreement;

       •   An agreement to provide the District with written notice of cancellation of the
           insurance no less than 30 days prior to any cancellation:

       •   The name and address of the District, shown as the certificate holder,


                                                   6
       •   An additional insured paragraph stating:

           “The State of California, the District Agricultural Association, County Fair, the
           County in which the County Fair is located, Lessor/Sublessor if fair site is
           leased/subleased, Citrus Fruit Fair, or California Exposition and State Fair, their
           directors, officers, agents, servants, and employees are made additional insureds, but
           only insofar as the operations under this contract are concerned.”

       •   In addition to the certificate of insurance, the successful bidder will be required to
           provide a certified copy of the additional insured endorsement, in a form satisfactory
           to the District, showing the State of California, the 32nd District Agricultural
           Association, the OC Fair & Event Center, Orange County, and their respective agents,
           directors, officers, servants, and employees as additional insureds on the successful
           bidder’s policies of commercial liability and automobile liability insurance.

       The successful bidder will also be required to provide proof of Worker’s Compensation
Insurance meeting the requirements of the Lease Agreement.




                                                7
                                              PART III

           RULES GOVERNING COMPETITION & TECHNICAL EVALUATION

A.     RFP REQUIREMENTS AND CONDITIONS

       1.      Errors

       If a bidder discovers any ambiguity, conflict, discrepancy, omission, or other error in this
RFP, the bidder must immediately notify the District of the error in writing, addressed to the
contact person and copied to the District Board Chair as listed in Section II, paragraph F, and
include a request for modification or clarification of the RFP. Modifications will be made in
writing by way of an addendum issued pursuant to paragraph 2 below. Clarifications will be
given by written notice to all parties to whom the District had sent notice of the RFP and to
persons or entities who have requested to be given notice of any modification or notices.

       2.      Addenda

        The District reserves the right to modify the RFP prior to the date set for submission of
final proposals, by issuing a written addendum to all parties who have been furnished notice of
the RFP for bidding purposes. All bidders should inquire from the contact person listed on the
cover sheet whether any addenda have been issued prior to submitting a proposal in response to
the RFP.

       3.      Definitions

       The use of “shall”, “must” or “will” indicates a mandatory requirement or condition in
this RFP. Failure to include such mandatory requirements or conditions will result in the
disqualification of a proposal.

       The words “should” or “may” indicate a desirable attribute or condition, but are
permissive in nature and may affect the score the proposal receives.

       4.      Grounds for Rejection of the Proposal

       A proposal will be rejected if:

       •    It is received at any time after the exact time and date set for receipt of proposals as
            stated in Part II, paragraphs C and E.

       •    It is not prepared in accordance with the required format or information is not
            submitted in the format required by this RFP.

       •    The bidder has submitted multiple bids in response to this RFP without formally
            withdrawing other bids.

       A proposal may be rejected if:



                                                  8
       •    It contains false or misleading statements or references, which do not support
            attributes or conditions, contended by the bidder. (The proposal will be rejected if, in
            the opinion of the District, such information was intended to mislead the District in its
            evaluation of the proposal and the attribute, condition or capability of requirement of
            this RFP.)

       •    It is unsigned.

       5.      Right to Reject any or all Proposals

        It is the policy of the District not to solicit proposals unless there is a bona fide intention
to award a contract. However, the District reserves the right to reject any or all proposals or to
cancel the RFP at any time during the process. The District reserves the right to disqualify any
bidders that do not completely comply with the submission requirements and reserves the right to
reject any or all bidders at its sole discretion. The District also reserves the right to select a
limited number of parties for interviews or select qualified bidders without conducting
interviews. In any event, the District shall have no liability arising from its selection of qualified
bidders or its denial of any party submitting a response.

       The District reserves the right to:

       •    Request additional information, seek clarification or interview proposers;

       •    Amend, modify or withdraw this RFP prior to submission of bids;

       •    Issue subsequent RFP’s for the Premises if no bidder is selected;

       •    Disqualify or disapprove any entities, teams or team members for good cause; and

       •    Waive non-material deficiencies, informalities or irregularities in the process, form or
            substance of the matters described herein.

       6.      Protests

        A proposer / bidder may file a written statement of protest against the awarding of the
contract with the District’s Chief Executive Officer. The written statement of protest shall be
signed by the protestor, shall specify the grounds for the protest, and may include a demand for a
hearing. The protest must be received within five (5) business days after the District has issued a
Notice of Proposed Award to award the contract. Copies of the written statement of protest must
be served within the same time period by the proposer / bidder on the successful bidder, and on
the following:

                                      Steven Beazley, CEO
                               32nd District Agricultural Association
                                           88 Fair Drive
                                     Costa Mesa, CA 92626
                                      sbeazley@ocfair.com



                                                  9
                                     Roger A. Grable, Esq.
                                        General Counsel
                                 Manatt, Phelps & Phillips, LLP
                                695 Town Center Drive, 14th Floor
                                     Costa Mesa, CA 92626
                                     RGrable@manatt.com

       If a protest is timely served, the successful bidder may file a response to the protest. Any
response to the protest by a successful bidder must be received by the District’s Chief Executive
Officer on or before 5:00 p.m. on December 14, 2011. Copies of the response must be
simultaneously served on the protestant, on the Chair of the Board of Directors and the General
Counsel as detailed above.

       If the protestant does not demand a hearing, or if the District’s Board of Directors does
not order a hearing, then the Board of Directors shall take action on the protest at a public
meeting of the Board of Directors.

       If the protestant demands a hearing, or, if the District’s Board of Directors orders a
hearing, the Board of Directors shall conduct the hearing prior to the award of the Lease.

       In all events, the action of the Board of Directors on the protest shall be final.

B.     Other Information

       1.      Disposition of Proposals

        All materials submitted in response to this RFP will become the property of the District.
All proposals, evaluations and scoring sheets will be made available for public inspection at the
conclusion of the scoring process and the issuance and posting of the Notice of Proposed Award.
Unless otherwise required by law, Bidders shall maintain confidentiality of their proposals until
the scoring process is complete and the Notice of Proposed Award is issued and posted.

       If an individual requests copies of these documents, the District will assess a fee to cover
duplicating costs. Proposals may be returned only at the District’s option and at the bidder’s
expense. Two copies of the proposal will be retained for official District files.

       2.      Confidentiality of Proposals

        Subject to the provisions of Part III, Paragraph B.1, the District will hold the contents of
all proposals in confidence until issuance and posting of the Notice of the Proposed Award.
However, once the Notice of Award is issued and posted, no proposal, or any part of a proposal,
will be treated as confidential.

        Please note the District may use materials submitted to justify the awarding or not
awarding of a contract if a protest is filed. The District will use its best efforts to prevent the
release of all or any part of a bid until the Notice of Proposed Award is issued and posted.
However, the District will not be liable for inadvertently releasing any information contained in



                                                 10
any bid, including, but not limited to, any information deemed or labeled as proprietary and
confidential.

       3.      Modification or Withdrawal of Proposals

       Any proposal received by the District before the time and date described in Part II (C)
above may be withdrawn or modified at the written request of the bidder. Any modified
proposal must be received by the time and date described in Part II (C) above to be considered
responsive.

       A bidder will not be permitted to withdraw or modify a proposal after the time and date
described in Part II (C) above. No bid may be “timed” to expire on a specific date. Any bid
timed to expire on a specific date will be deemed non-responsive.

       4.      No Representations or Warranties by District

        The District and its consultants, attorneys and other agents and advisors make no express
or implied representations or warranties as to the current or future entitlements for the Premises,
the physical condition of the Premises or the fitness of the Premises for the use intended by
Contractor. The successful bidder will take the Premises “AS IS” and with all faults. Any
bidder is responsible for conducting its own due diligence with respect to the Premises,
including, without limitation, its zoning, current or future entitlements, applicability of the City
of Costa Mesa, County of Orange and/or State of California requirements and all other matters
dealing with the intended use of the Premises. Any offers to lease the Premises are to be based
solely upon the independent judgment of the potential bidder and its advisors.

       Any information provided in this RFP, including boundary lines, dimensions and other
information contained on Exhibit A, and any additional information, whether written or oral,
provided by the District and/or its representatives is based upon available information and is
believed to be accurate. However, no representation or warranty is made with respect thereto.
The information in this RFP is intended to help prospective bidders create responsive
submissions. However, it is the sole and absolute responsibility of those responding to this RFP
to complete their own due diligence.




                                                 11
                                            PART IV

                        HISTORY AND GENERAL INFORMATION

                                SWAP MEET OPERATIONS

A.     Description

         The OC Fair & Event Center is a multi-use event center hosting an annual fair and a
diverse range of non-fair events and programs. The annual fair operates for approximately four
(4) weeks every July/August, including five weekends, and attracts over 1,400,000 visitors from
throughout Southern California. There is active use of all fairground facilities on a year-round
basis including exhibit buildings, livestock facilities, an Equestrian Center, grandstand arena,
amphitheater, various open areas, Centennial Farm and parking lots. In addition, as provided in
the Lease Agreement, the District reserves the right to designate the following additional
weekends for the District's exclusive use of the entire fairgrounds, including the Premises, such
that there will be no swap meet operations on such designated weekends: (1) to extend the run of
the OC Fair; (2) for the annual Barrett-Jackson automobile auction, and (3) up to three (3)
additional weekends per year. Bidders should propose Minimum Guaranteed Rent on the
assumption that the OC Fair will span five (5) weekends and that the Barrett-Jackson event will
utilize a weekend each year. The Lease Agreement provides for a ratable reduction in Minimum
Guaranteed Rent if the District exercises its rights to designate additional weekends for its
exclusive use of the fairgrounds, including the Premises, beyond the five (5) week run of the OC
Fair and the Barrett-Jackson weekend

B.     Master Plan

        The District’s Board of Directors is in the process of implementing an adopted master
plan for the facilities and grounds. The master plan contemplates the addition of exhibit
buildings, a remodel of the amphitheater to expand its facilities and potential uses, and
construction of a new arena. A copy of the illustrative drawing of the preferred master plan is
included in this RFP packet as Exhibit C.

C.     Swap Meet History

        A weekly swap meet has operated on the fairgrounds since 1969. Revenue is derived
from seller space rentals, admission, preferred parking, food and beverage sales,
sponsorship/advertising and miscellaneous service income. Under the current RFP, the swap
meet will only operate and manage space rental to swap meet vendors, and the swap meet
operator will not charge fees for admission. Moreover, the District or its concessioners shall
control and charge for parking and food and beverage concession revenue. Space is available
for approximately 1,500 sellers. The operating schedule is every Saturday and Sunday, except
for four weekends in July for the annual Fair, inclement weather, and Easter Sunday (at the
request of the operator). In addition, the swap meet operates the Friday following Thanksgiving,
and five weekdays (flexible) in the seven day period immediately preceding Christmas. When in
operation, the swap meet is open from 7:00 a.m. to 4:00 p.m.




                                                12
D.     Setting

        The portion of the fairgrounds that has been available for the operation of an swap meet
includes approximately 22.3 acres in the vendor space of the fairgrounds, described in the
attached Exhibit A. No part of the swap meet may exceed the boundaries of the vendor space of
the fairgrounds, without the prior written consent of the District.

         For the purpose of this RFP, all bidders must assume that the Premises that will be leased
under the Lease Agreement do not include any permanent or temporary buildings or other
facilities.

      Major access to the area is provided by the Costa Mesa Freeway (State Route 55),
Newport Boulevard, Fair Drive and Fairview Avenue. The Fairgrounds are also located in close
proximity to the San Diego Freeway (Interstate Freeway 405).

        The Fairgrounds are surrounded by other major public facilities, including the Costa
Mesa City Hall/Civic Center, Southern California College and Newport Mesa Christian Center to
the south across Fair Drive; Orange Coast Community College to the northwest across Fairview
Avenue; and Costa Mesa High School, Davis School, and Tewinkel Park to the north across
Arlington Drive. Single-family residential neighborhoods surround the fairgrounds vicinity.

        The District has adopted a 10-year master plan for the fairgrounds property and within
the term of this Lease Agreement, elements of the master plan will be implemented. This may
cause a need to relocate parts of the swap meet to a space on the fairgrounds of similar size. By
submitting a proposal in response to this RFP, all Bidders acknowledge and agree that relocation
of the swap meet may be required and that selection of the site for relocation is in the sole and
exclusive discretion of the District. All costs attributed to relocation will be at the sole expense
of the Lessee.




                                                 13
                                            PART V

           SWAP MEET REQUIREMENTS AND BIDDER QUALIFICATIONS

          Business and Professions Code Sections 21669 and 21669.1 establish minimum
requirements for bidders. The proposed swap meet operations and the swap meet bidder must
meet the requirements outlined below and each bidder will be required to certify, in writing, that
it is in compliance with Business and Professions Code section 21669 and 21669.1. (Forms, Part
VIII) Any bidder who cannot satisfy the requirements of Sections 21669 and 21669.1 shall be
disqualified.

       Business and Professions Code sections 21669 and 21669.1 state:

Section 21669. Swap Meets Conducted on Government Premises; Procedures; Operation
by Government Entities for Profit.

               a.     All swap meets which are conducted two or more times per business year
                      on any premises or property owned or leased by any city, county, city and
                      county, state, or any other local governmental agency, entity, or board,
                      shall comply with all of the following procedures:

                      1)      The swap meet operator shall have a valid business license.

                      2)      The swap meet operator shall have a valid California seller’s
                              permit number (State Board of Equalization sales tax number), if
                              applicable.

                      3)      The swap meet operator shall provide the state or local
                              governmental entities described in this subdivision upon whose
                              property the swap meet is being held, a certificate of insurance
                              certifying that the swap meet lessee maintains public liability and
                              property damage insurance for the operation of the swap meet of at
                              least two million dollars ($2,000,000), and that the policy names
                              that governmental entity as an additional insured under the policy.

                      4)      The swap meet operator shall provide the state or local
                              governmental entity a hold harmless and indemnification
                              agreement for his or her operation of the swap meet and activities
                              and acts arising from that swap meet.

                      5)      The swap meet operator shall comply with all other provisions of
                              this article relating to swap meets.

               b.     State or local governmental entities shall not operate or manage a swap
                      meet for profit in direct competition to a private enterprise, unless they
                      comply with subdivision (a) of Section 21662.




                                                14
Section 21669.1 Swap Meets on Government Property; Average Daily Attendance of
10,000 or more; Requirements

            a.     In addition to the requirements specified in subdivision (a) of Section
                   21669, all swap meets conducted on the premises or property of a state or
                   local governmental entity which has or expects to have an average daily
                   attendance of 10,000 or more persons shall provide all of the following:

                   1)     A statement of ownership, including the identity of individuals
                          holding a financial interest of 5 percent or more.

                   2)     A sworn statement that no individuals who have a financial interest
                          of 5 percent or more in the swap meet have been convicted of any
                          crime involving dishonesty or moral turpitude.

                   3)     A financial statement showing the operator’s financial capability to
                          operate a major swap meet and to meet any financial obligations to
                          the Lessor under the terms of the Lease Agreement, the operator’s
                          creditors, independent contractors, subcontractors, and vendors.

                   4)     A statement that the operator is not knowingly delinquent in any
                          payments owed to a state or local governmental entity and that he
                          or she is not knowingly in violation of any state or local law or
                          ordinance related to public health or safety standards.

                   5)     Evidence that the operator has a minimum of five years of
                          experience in the management and operation of a swap meet for
                          profit with an average daily attendance of 5,000 or more.

                   6)     A plan for operations including security, crowd control, sanitation
                          and emergency medical response.




                                           15
                                             PART VI

                               SUBMISSION REQUIREMENTS

A.     Mandatory Format and Content Requirements

       1.      Introduction

This part provides instructions to the bidder regarding the mandatory proposal format and
content requirements. Potential bidders are instructed that:

       •    All proposals must follow the instructions for proposal format;

       •    All information must be presented in the order and the manner requested;

       •    All questions must be answered; and

       •    All requested data must be supplied.

Proposals not meeting these requirements, or any other requirements described in this RFP, will
be deemed non-responsive and may be rejected.

       2.      Proposal Content and Format

       Each proposal must be prepared as one (1) document. Sealed packages are inserted into a
second package. All packages must be addressed and labeled in the manner described in Part II,
paragraph C.

               a.      Technical Proposal:

        Information in the proposal is to be provided in the order requested beginning with the
cover letter. Each page is to be numbered at bottom, starting with the number 1; all pages should
be 8-1/2 x 11 inch paper; and all narrative portions of the proposal should be typed.

       The first page of the proposal must be a signed cover letter on the letterhead of the bidder
and contain the following statement verbatim:

       “Submission of this proposal signifies that all terms, conditions,
       requirements, protest procedures, performance measures and instructions
       concerning the award of RFP Number SM-04-11 to which this proposal
       responds, have been read and understood. Further, in signing this letter, as
       the authorized representative of the submitting bidder, it is expressly agreed
       by the bidder that failure to have provided accurate and truthful information
       in this proposal or any deviation from any requirement or performance
       measure stated in the RFP shall constitute grounds for rejection of this
       proposal. Bidder also agrees that if the submitted proposal is not in the
       format required by the RFP, bidder’s proposal will be deemed non-
       responsive.”


                                                16
        The person’s name must be printed clearly below the signature line and dated. If bidder
fails to submit this document, or the document is not signed and dated, the proposal may be
rejected as non-responsive.

The organization of the proposal shall be as follows:
   1) All narrative material must be typed and five (5) copies submitted.
   2) Photos, manuals and supporting materials may be submitted in one (1) master folder.
   3) Information to be provided by Bidder:

                                      Required Submittals

NOTICE: For the purpose of this Part VI “SUBMISSION REQUIREMENTS” no bidder /
proposer is required to submit any information identifying any persons, firms, or entities
that rent space from the bidder/proposer at any current swap meet, or may rent space
from the bidder/proposer at the bidder/proposer’s proposed operation at the Orange
County Fairgrounds.

       3.      Current Operation and Evidence of Experience

               a.     Bidder shall submit evidence that it meets the requirements of the
                      California Business and Professions Code section 21669, as described in
                      Section V of this RFP, by completing the “Declaration of Compliance,”
                      Form A, Part VIII of this RFP.

               b.     Bidder shall submit the following information describing its current swap
                      meet operation(s):

                      1)      Describe current customer services and conveniences policies and
                              practices, specifically but not limited to:
                              •   pedestrian access, traffic flow
                              •   rest areas, restrooms or other customer conveniences
                              •   promotions, special events
                              •   access to information
                              •   other practices, programs, and/or policies that add to a quality
                                  customer experience at the swap meet.

                      2)      Describe vendor programs, practices, policies and management of
                              vendors, specifically but not limited to:
                              •   vendor solicitation, selection, contracting, and cultivation of
                                  productive vendor relations
                              •   policies and practices related to vendor layout and space
                                  pricing



                                                17
     •   existing policies and practices governing vendor sales
     •   other practices, programs, and/or policies that contribute to
         high standards of vendors.

3)   Describe administrative systems and functions in the current
     operation of the swap meet, specifically but not limited to:
     •   revenue collection, record keeping and internal audit controls
     •   admissions operation
     •   practices that insure company compliance with applicable
         local, State and Federal law
     •   practices that insure vendor compliance with applicable local,
         State and Federal law, including, without limitation, providing
         evidence to the District of the licensing of swap meet vendors
         under applicable law
     •   other practices, systems, operations, programs that contribute
         to quality administrative operations of the swap meet.

4)   Describe operations and presentation of the current swap meet,
     specifically but not limited to:
     •   Number of food service facilities, layout, menu and pricing of
         food & beverage
     •   Parking and traffic control operations
     •   Vendor load-in, set up, load-out and tear down procedures
     •   Waste management and cleanliness of operation
     •   Public safety and security operation
     •   Crowd control measures
     •   Emergency response measures
     •   Other practices, operations, programs that contribute to a
         quality operations, aesthetics, and presentation of the current
         swap meet.

5)   Average daily attendance, total annual attendance and gross annual
     revenue for the past five (5) years.

6)   Evidence of the experience of current swap meet management
     team and staff.

7)   Community outreach efforts and programs that involve the swap
     meet with the community and/or charitable promotions.



                       18
               8)      Programs, practices, operations that add to the aesthetic
                       presentation of the current swap meet, specifically signs, flags,
                       banners, décor and other measures.

               9)      This is an opportunity to submit information not already presented
                       in another category, that provides evidence of creative
                       management techniques, practices, and/or programs that have lead
                       to an increase in revenue, increase in market share, and/or have
                       contributed to creating and maintaining high standards of the swap
                       meet operation.

4.     Financial Information

       Each bidder must submit:

       a.      Unqualified audited financial statements for the past five (5) years;

       b.      Current balance sheet and profit and loss statement;

       c.      Current list of major vendors and/or contractors, including company name,
               contact name, address and phone number;

       d.      List of all financial institutions with which the bidder conducts business,
               including company name, contact name, address and phone number.

       e.      The bidder’s business credit report issued by Dun & Bradstreet no earlier
               than sixty (60) days prior to the bid submission date.

Submission of a proposal pursuant to this RFP shall be deemed to be Bidder’s approval
for the District to contact any of the above persons listed and/or to run additional credit
and/or background checks on Bidder.

5.     Proposed Plan for swap meet on the Orange County Fairgrounds

       a.      Each bidder must detail its proposed operations for the swap meet on the
               Orange County Fairgrounds. This information must include but is not
               limited to:

               1)      Proposed customer related policies and practices.

               2)      Proposed vendor related policies and practices.

               3)      Proposed public safety, security, traffic flow, parking and crowd
                       control policies and practices.

               4)      Pro forma business plans for the five (5) years of the lease term,
                       including anticipated attendance, including all dates of operation

               5)      Proposed policies, practices, and programs that address the


                                         19
                              administrative functions and overall operations of the swap meet.

                       6)     Proposed reasonable protections to allow existing swap meet
                              vendors to obtain priority to rent space.

               b.      Financial Proposal Bid Form

       The Financial Proposal Bid Form must be completed, signed, and presented in a sealed
envelope with the Proposal. The economic terms of the current lease between the current Lessee
and the District are based on a flat percentage rate of all gross revenue. The minimum
Percentage Rent bid considered for proposals for this Lease Agreement is 35% of all gross
revenue.

       The Minimum Guaranteed Rent for each Lease Year is $3,000,000-$3,250,000/
$1,500,000. If the Percentage Rent provided in the proposed bid in any Lease Year is less than
the Minimum Guaranteed Rent, Lessee shall pay the difference between the Minimum
Guaranteed Rent and the Percentage Rent. As provided in Part IV above and the Lease
Agreement, if the District exercises its rights to designate any certain weekends for the District's
exclusive use of the fairgrounds property, including the Premises such that swap meet operations
cannot occur on such weekend, then the Minimum Guaranteed Rent shall be reduced ratably for
the applicable Lease Year.

       Bidders are encouraged to present the highest responsible offer in their Financial
Proposal. The Financial Proposal Bid Form is found in the attachments.

               c.      Other Enclosures

                       1)     Cash Deposit or Non-conditioned Cashier’s Check.

        All proposals must be accompanied by a Cash Deposit or Non-conditioned Cashier’s
check, payable to the 32nd District Agricultural Association, in the amount of $50,000.00. No
proposal will be accepted unless accompanied by this deposit. The deposit, minus $5,000 shall
be returned to the Bidder once the Lease Agreement is fully executed. The $5,000 non-
refundable portion of the deposit will be used to cover the District’s costs for issuing,
administering and scoring the RFP.

                       2)     One (1) completed, dated, and signed “Bidder/Contractor
                              Status Form”; and

                       3)     One (1) copy of the “OSDS’s Small Business Certification
                              Approval Letter”, if bidder is claiming the Small Business
                              Preference.




                                                 20
B.     Other Information

       Modification or Withdrawal of Proposals.

       Any bid proposal which is received by the District at the above address before the time
and date set for receipt of proposals may be withdrawn or modified by written request of the
Bidder. However, in order to be considered, the modified proposals must be received by the
time and date set for receipt of proposals.

        A bid Proposer cannot withdraw after the due date for proposals without the concurrence
of the District’s Board of Directors. A bid cannot be “timed” to expire on a specific date.




                                               21
                                            PART VII

                 EVALUATION, SELECTION, AND SCORING PROCESS

       This part describes the process the District will follow when evaluating and scoring
proposals and awarding the contract, if any is awarded and contains the exact scoring criteria to
be used.

       Each proposal shall be evaluated for responsiveness to the District’s needs as described in
this RFP.

        During the evaluation and scoring process, the Scoring Committee, in its discretion, may
conduct interviews of some or all of the bidder(s) for clarification purposes only. The bidder
will not be allowed to ask questions concerning other bidders, but only to respond to clarification
questions from the Committee.

        The Scoring Committee, a member of the Scoring Committee or an independent third
party contracted by the Scoring Committee may make an unannounced visit to the bidder’s
current swap meet operation. The Scoring Committee, individual member of the Scoring
Committee or the independent third party will, if applicable, report back to the Scoring
Committee observations during the swap meet visit. By submitting a proposal, the bidder
irrevocably agrees there may be a visit to its current swap meet operation by the Scoring
Committee, a member of the Scoring Committee or an independent third party contracted by the
Scoring Committee, and that the Scoring Committee will, if applicable, use the report,
photographs, video and other observations made in the Scoring Committee’s evaluation and
scoring of the proposals.

        In addition, the Scoring Committee reserves its rights to retain an independent consultant
to assist in the evaluation of the bidders’ financial statements.

A.     Evaluation And Selection Process

       1.      After the deadline for submission of proposals set forth in Part II (C) has elapsed,
               each proposal will be examined to determine if:

       •    The proposal was timely received; and

       •    The proposal complied with all physical format requirements.

       This is not a public review.

       2.      The Scoring Committee will be made up of staff and members of the Board of
               Directors of the District. Unless otherwise required by law, the names of those
               serving on the Scoring Committee and any independent third party consultant[s]
               that may be retained by the Scoring Committee, will be kept confidential until
               after the posting of the award of contract.

       3.      Technical proposals that meet the requirements in Part VI (A) will be submitted to


                                                22
               the Scoring Committee for:

       •    Review of the technical proposal;

       •    Confirmation of the information is presented in the format required by the RFP; and

       •    Inclusion of all required, correct documentation.

Proposals that do not present the information in the format required may be rejected as non-
responsive.

       This is not a public review.

       4.      The District reserves the right to verify the financial institution references and
               business experience listed in each proposal, and to verify any other information.
               Incorrect or inaccurate information may be grounds for deeming a proposal non-
               responsive, or adjustment of the bidder’s score, in the Scoring Committee’s
               exclusive discretion.

       This is not a public review.

       5.      The Scoring Committee will evaluate and score each proposal that meets the
               format requirements of Part VI (A)

       This is not a public review.

       6.      The Scoring Committee may contract with an independent third party, designate
               an individual member of the Scoring Committee or decide that the whole Scoring
               Committee will perform an unannounced visit to each qualified bidders’ current
               swap meet operations. The Scoring Committee will, in its exclusive discretion,
               utilize reports, photographs, videos, and observations made by the independent
               third party, individual Scoring Committee member or whole Scoring Committee
               in evaluating and scoring each proposal.

       This is not a public review.

       7.      The Scoring Committee, in its discretion, may conduct interviews of some or all
               of the bidders for clarification of proposals. Information elicited in these
               interviews may be utilized to re-score the proposals, in the Scoring Committee’s
               exclusive discretion.

       This is not a public review.

       8.      The “Financial Proposal Bid Form” of qualified bidders will be opened and
               scored as outlined in Part VII. Certified small business bidders, who have
               included in their proposal a copy of their Small Business Certification Approval
               Letter (see, Part II (G) above), will be granted a preference of five percent (5%)
               and DVBE Incentive will be given, where applicable. The "Financial Proposal


                                                23
           Bid Form" will be used to determine the not to exceed amount of the contract.

     9.    In order to obtain the score for each bidder, the total points of each scorer on the
           Scoring Committee will be added up for each bidder. This cumulative score is
           then used to determine the bidder who has the highest combined score.

     10.   All bidders will be notified of the results. Notice of the proposed award will be
           posted for five (5) business days at the District’s Administration Office.

     11.   In the event of a tie in determining the successful bidder, the tie will be broken by
           a toss of a coin by a member of the Scoring Committee and in the presence of
           authorized representatives of the tied bidders.

B.   Scoring Process

     1.    The maximum possible score for each proposal is one hundred (100) points. The
           scoring categories and maximum possible score for each category follow.




                                            24
CATEGORY                                                                                 MAXIMUM POINTS

A. Quality of Current Swap Meet Operation...................................................................30

         1.       Meets requirements of California Business & Professions Code 21669
                  (Requires a signed, verified certification)

         2.       Evaluation and scoring of current swap meet operations

                  a.       Quality of customer service systems and operations including
                           customer access, traffic flow, customer conveniences, customer
                           related policies and practices.

                  b.       Solicitation, selection, contracting with vendors and cultivation of
                           productive vendor relations

                  c.       Administrative systems and operations including revenue
                           collection, record keeping, internal audit controls, company and
                           vendor compliance with applicable local, State and Federal laws.

                  d.       Operations including vendor layout, load-in and load-out, public
                           safety and security measures, waste management and cleanliness,
                           crowd control measures, parking and emergency response.

                  e.       Other policies, practices, and/or programs that create high
                           standards as a swap meet, including, but not limited to, aesthetics
                           and decor.

B. Experience and Previous Performance........................................................................15

         1.       Evaluation and scoring of swap meet experience and previous
                  performance as demonstrated as follows:

                  a.       Average daily attendance, total annual attendance and annual gross
                           revenue for the past five years.

                  b.       Experience of the current swap meet management team and staff.

                  c.       Experience in community outreach efforts, involvement with the
                           community and/or charitable promotions.

                  d.       Previous performance with swap meet aesthetics, décor, and
                           cleanliness.

                  e.       Evidence of creative management that leads to increased revenue,
                           increased market share and/or policies and practices that create and
                           maintain high standards of swap meet operations.




                                                         25
C. Financial stability; ability to meet obligations of the proposed Lease Agreement to
   Lessor and subcontractors ............................................................................................15

          1.        Ability of bidder to meet obligations of the proposed Lease Agreement to
                    Lessor and to meet its obligations to its creditors and subcontractors.

                    a.         Net Worth

                    b.         Financial ability to implement proposed swap meet.

                    c.         Debt ratio/coverage

                    d.         Liability/contingent liabilities/litigation

                    e.         Payment/Credit History

D. Proposed Plan for the Swap Meet at OC Fair & Event Center ................................10

          1.        Evaluation and scoring of bidder’s proposed plan for the swap meet at the
                    OC Fair & Event Center as follows:

                    a.         Proposed customer related policies and practices.

                    b.         Proposed vendor related policies and practices

                    c.         Proposed public safety, security, food and beverage concessions,
                               traffic flow, parking and crowd control plans.

                    d.         Proposed pro-forma business plans for the five (5) lease years.

                    e.         Proposed management of administration and operations of swap
                               meet.

E. Financial Proposal .........................................................................................................30

In order to be deemed responsive, a Proposal must include at least the Minimum
Guaranteed Rent set forth in Section F of the Lease Agreement. Proposals will be
scored in this section based on the proposed Percentage Rent. The proposal with the
highest Percentage Rent will receive 30 points. Other proposals will receive points based
on the following formula: 30 points times a fraction the numerator of which is the
Percentage Rent proposed by such bidder, and the denominator of which is the
highest Percentage Rent proposed by any bidder.

For the sake of illustration, assume that the high bidder has proposed a 40% Percentage Rent and
that all other bidders have proposed a 35% Percentage Rent. In such case, (i) the high bidder will
be awarded 30 points; and (2) all other bidders will be awarded 26.25 points calculated as 30
points times 35 over 40.

TOTAL POINTS AVAILABLE                                                                                                     100


                                                                  26
                                      PART VIII

                                  FORMS SECTION

C.   FORMS TO BE COMPLETED AND SUBMITTED BY BIDDER

     •   Declaration of Compliance: Business & Professions Code Sections 21669 and
         21669.1 (mandatory)

     •   Bidder/Contractor Status Form (mandatory)

     •   Financial Proposal Bid Form, completed and signed (mandatory)

     •   Copy of Lease Agreement signed by Bidder together with a blackline copy showing
         any changes made by the Bidder from the form of Lease Agreement attached as an
         exhibit to this RFP

D.   DOCUMENTS TO BE COMPLETED BY DISTRICT

     •   Notice of Proposed Award, after proposed awardee is determined

E.   DOCUMENTS THAT ARE PART OF THE CONTRACT TO BE AWARDED

     •   Lease Agreement

     •   Insurance Requirements

     •   RFP # SM-04-11

     •   Successful Bidder’s Proposal to RFP # SM-04-11




                                           27
                            DECLARATION OF COMPLIANCE

                 Business and Professions Code Sections 21669 and 21669.1

By my signature below, I, _________________________, verify that I am authorized to sign this

declaration indicating _________________________ meets all of the minimum (company name)

qualifications and requirements as specified in Business and Professions Code Sections 21669

and 21669.1.


A.     I verify that as the swap meet operator

       1.      I have a valid business license;

       2.      I have a valid California seller’s permit number;

       3.      I can meet the insurance requirements as outlined in RFP # SM-04-11;

       4.   I agree to the hold harmless and indemnification agreement as outlined in the
Lease Agreement.

B.     The following is the list of individuals holding a 5% interest or more in the swap meet
operations company: (list name, address, phone number)

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
C.     I certify that none of the individuals listed above have been convicted of any crime
involving dishonesty or moral turpitude.

D.     I certify that as the swap meet operator I have complied with providing the financial
statements required in RFP# SM-04-11, Section VI, A2, “Required Submittals.”

E.      I certify that I have not knowingly been delinquent in any payments owed to a state or
local entity and that I have not knowingly been in violation of any state or local law or ordinance
related to public health or safety standards.

F.     I certify that I have a minimum of five (5) years of experience in the management and
operation of a swap meet for profit with an average daily attendance of 5,000 patrons or more.




                                                  28
G.      I certify that I have complied with submitting a plan of operations for security, crowd
control, sanitation and emergency medical response as required in RFP# SM-04-11, Section VI,
A2, “Required Submittals.”

Signed:

__________________________
(name)

__________________________
(title)

__________________________
(company name)

__________________________
(address)

__________________________
(city, state, zip)

__________________________
(phone number)

__________________________
(date)




                                               29
                              BIDDER/CONTRACTOR STATUS FORM
                                    RFP NUMBER: SM-04-11
                                                     Page 1 of 2

Contractor’s Name__________________________ County ____________________________
                         (full business name)

Address _________________________________ Federal Employer ID # ________________

City ___________________________________                        Zip Code __________________________
                         (principal place of business)

STATUS OF CONTRACTOR PROPOSING TO DO BUSINESS (PLEASE CHECK ONE)

        ______Individual ______Limited Partnership ______ General Partnership _____Corporation

Individual

        If a sole proprietorship, state the true full name of sole proprietor: (i.e., John Roe Smith; not J. Roe Smith
        or not John R. Smith)

        ______________________________________________________________________________________

Partnership (Please check one)      ______ General Partnership ______ Limited Partnership _____ LLC

        If a partnership, list each partner identifying whether limited partner(s), stating their true full name and
        their interest in the partnership:
        ______________________________________________________________________________________

        ______________________________________________________________________________________

        ______________________________________________________________________________________

Corporation

        Place and date of incorporation ______ ____________________________________________________
        If not a California corporation in good standing, please state the date the corporation was authorized to do
        business in California: ____________________

CURRENT OFFICERS: President: _________________________ Vice President: ___________________

                          Secretary: _________________________ Treasurer: _______________________

                          Other Officers: __________________________________________________________

                          ________________________________________________________________________

                          ________________________________________________________________________




                                                          30
                              BIDDER/CONTRACTOR STATUS FORM
                                    RFP NUMBER: SM-04-11
                                                     Page 2 of 2

All must Answer:

         Are you subject to Federal Backup Withholding? ______ Yes ______ No

Fictitious Name

         If contractor is doing business under a fictitious business name and will be performing under the fictitious
         name, please attach a clearly legible copy of the current fictitious filing.

Small Business Preference

         Are you claiming preference as a small business in reference to this RFP? _____Yes _____ No

         If yes, the bidder is required to submit a copy of the OSDS’s Small Business Certification Approval Letter
         with the proposal package.

         Your small business ID number: _________________________

Pending Litigation or Hearings

        Are any civil or criminal litigation or administrative hearings currently pending against the bidder’s
        organization, owners, officers or employees? ______ Yes ______ No

        If yes, please state the case number, number, agency or court where pending and status of litigation or
        hearing:

         ______________________________________________________________________________________

         ______________________________________________________________________________________

         ______________________________________________________________________________________

DAA reserves the right to verify the information provided on this form by the bidder during the RFP process.

I declare under penalty of perjury that the above information is true and correct and that I am authorized to
sign this status form on behalf of the bidder/contractor.

 __________________________________________                 ______________________________________
(Print Name)                                                (Signature)


If this status form is not completely filled out, signed and submitted with bidder’s response to the RFP, the bid
will be rejected as non-responsive.




                                                         31
                              FINANCIAL PROPOSAL FORM

                          Ground Lease for a Swap Meet Operation
                                     RFP #SM-04-11



This Financial Proposal Form must be completed by each Bidder and submitted within a sealed
envelope entitled “RFP # SM-04-11, Ground Lease for a Swap Meet Operation.” The envelope
is to be submitted to the 32nd District Agricultural Association.

                             PROPOSED FINANCIAL TERMS


A.     The undersigned agrees to execute a Lease Agreement with the 32nd District Agricultural
       Association to operate a swap meet as set forth in this document.


B.     The undersigned agrees to the Percentage Rent on all Gross Revenues per Lease Year:

       Lease Year 1: ____________

       Lease Year 2: ____________

       Lease Year 3: ____________

       Lease Year 4: ____________

       Lease Year 5: ____________


C.     The undersigned agrees to the following Minimum Guaranteed Rent:

       Lease Year 1: ____________

       Lease Year 2: ____________

       Lease Year 3: ____________

       Lease Year 4: ____________

       Lease Year 5: ____________


D.     If selected as Lessee for the 32nd District Agricultural Association, I/we agree to abide
       by all the terms and conditions outlined in the RFP# SM-04-11, any Addenda issued by
       the District and the Lease Agreement.




                                               32
E.   I/we certify that I/we will commence full operations of the Lease Agreement for the swap
     meet no later than March 28, 2013.

     Name ____________________________________________________

     Title _____________________________________________________

     Firm or Company Name______________________________________

     Address___________________________________________________
               Street        City, State              Zip

     Telephone Number__________________________________________

     Taxpayer ID Number ________________________________________




     _______________________________________ ______________________
     Signature                                 Date




                                            33
          NOTICE OF PROPOSED AWARD

                RFP NUMBER SM-04-11


                  DECEMBER 2, 2011


  THE 32ND DISTRICT AGRICULTURAL ASSOCIATION
                   ANNOUNCES


             PROPOSED AWARD OF THE
              SWAP MEET OPERATION
        AT THE OC FAIR & EVENT CENTER TO:




 ______________________________________________________

IF NO PROTEST IS FILED WITH THE DISTRICT BY 5:00 P.M.

FRIDAY, DECEMBER 9, 2011, THE AWARD WILL BE FINAL.




                           34
                     PART IX
                 EXHIBITS SECTION


Exhibit A:       Premises Map

Exhibit B:       Parking Lot Map

Exhibit C:       Master Plan Drawing

Exhibit D:       Lease Agreement

   Schedule 1:   Premises Map

   Schedule 2:   Record Keeping Form

   Schedule 3:   State Insurance Requirements

   Schedule 4:   Standard Contract Terms and Conditions




                         35
 EXHIBIT A

PREMISES MAP




     36
                        Arlington Drive




                                                                         . SCALE: I IN. = 475 FT.




17 d    -
       F^. 7v` U H TV 17A I PAo 77-K 2u 0 ^Tm^
           88 Fair Drive, Costa Mesa, CA 92626 - 714-708-FAIR - www.ocfair.com
   EXHIBIT B

PARKING LOT MAP




      37
                                                   "EXHIBIT B"




                                        Arlington Drive

."


     LOT F   II Nr^^ w.:Li   (V^^




                                                                 CARNIVAL LOT        LOT G f




                              LOT B       .,_             LOT A



                                                                                             [7:-475 FT
                                      Fair Drive
                                                                                            SCALE: 1 IN. = 475 FT.




                                       Parking Lot Locations
                             ORANGE COUNTY FAIR & EXPOSITION CENTER
                    88 Fair Drive , Costa Mesa, CA 92626 - 714-708-FAIR - www .ocfair.com
     EXHIBIT C

MASTER PLAN DRAWING




        38
                                                         Exhibit




f


yy^
                   T -f T ri P T T 1
          '1pTTT
    w j
rx

rn
w



                                       11-




                                             ORANGE COUNTY FAIR AND EXPOSITION
                                                     88 FAIR DRIVE               LPA
                                                      COSTA MESA, CALIFORNIA
                                                                                 LSA
                                                                                 LP3
                                           EXHIBIT D

                             SWAP MEET LEASE AGREEMENT

        This lease (the “Lease Agreement”) is made on ______________, between the 32nd
District Agricultural Association, a state institution (“District” or “Lessor”), and
______________________ (“Lessee”). The District leases to Lessee, and Lessee hires from the
District, the Premises described in this Lease Agreement.

A.     Premises

        The premises to be utilized in this Lease Agreement consist of an approximate 22.3 acre
space known as the vendor space of the Orange County Fairgrounds (“fairgrounds”), and
identified on Schedule 1 attached to this Lease Agreement (“Premises”).

        There are no permanent or temporary facilities included in the Premises. Any facilities
constructed, installed, or added by the Lessee, unless otherwise agreed to in writing by the
District, are to be temporary in nature and must meet the standards outlined by the District.

        The parties acknowledge that the District has adopted a 10-year master plan for the
fairgrounds property and that within the term of this Lease Agreement, elements of the master
plan will be implemented. This may cause a need to relocate part of the swap meet to a space on
the fairgrounds of similar size. Lessee acknowledges that relocation may occur and that the site
for relocation is at the sole and exclusive discretion of the District. Any and all costs resulting
from any relocation will be at the sole expense of Lessee.

        This is a lease of real property only and to the extent to which Lessee desires to utilize in
its swap meet operations any equipment or other personal property owned by the District, Lessee
may request to do so using the District's form standard rental agreement and at the then standard
rental prices.

B.     Term

        The term of this Lease Agreement (the "Term") is five (5) full calendar years, beginning
March 28, 2013 (the “Rental Commencement Date”), unless sooner terminated as provided for in
this Lease Agreement.

        The District, in its sole and exclusive discretion, may opt to extend the Term for an
additional five (5) year period. This option may be exercised by giving the Lessee a written
notice of extension on or before the 180th day prior to expiration of the original term. Any
extension of this Lease Agreement shall be subject to all the provisions of this Lease Agreement;
provided, however, that the District’s exercise of the option to extend the Lease Agreement may
include or require renegotiation of all or part of the Lease Agreement, in the District’s sole and
exclusive discretion.




                                                 39
C.     Uses

        The Premises shall be used for the purpose of conducting an outdoor swap meet business
and for no other purpose without prior written consent of the District. “Swap meet business” is
defined as the sale of goods and/or services on the Premises. Such goods and services (i) shall
be of a nature that is appropriate for a family atmosphere in a public place, and (ii) shall be
limited to customary household and personal use items and shall not include larger items such as
home sales, car sales, recreational vehicle sales, trailers or boat sales without the District’s prior
written approval in its sole and absolute discretion.

       Any other use must be requested through the District’s Event Services Office in written
form 90 days prior to the desired use or event. The use will be approved by the District Board
and documented on a separate rental agreement. The terms and conditions of the rental
agreement shall follow the approved policies and procedures of the District’s events program.

        Lessee acknowledges that the District will maintain control and operational
responsibility for parking lots serving the Premises. The District shall bear all expenses and
retain all revenues related to such parking areas. The District will consider Lessee's input
regarding the use and management of such parking areas, but shall retain the right in its sole
and absolute discretion to make all decisions, including pricing decisions, regarding same.
Lessee shall not have the right to charge an admission or other fee for swap meet shoppers and
other guests to come on the Premises.

D.     Dates and Hours of Operation

       Lessee shall keep the Premises open for business and in full operation on every Saturday
and Sunday of each month from 7:00 a.m. to 4:00 p.m. with the following exceptions:

       1.      Five weekends for the annual OC Fair, with the dates to be determined in the
               District’s sole and exclusive discretion (provided, however, Lessee acknowledges
               that the District has the right on not less than six (6) months written notice to
               Lessor to extend the run of the OC Fair to include additional weekends)

       2.      Inclement weather

       3.      Other dates mutually determined and agreed upon between the Lessor and Lessee,
               including, but not limited to, Easter Sunday.

       4.      Lessee acknowledges that in addition to the five (5) weekends of the OC Fair
               during which the Premises shall not be available to Lessee under this Lease
               Agreement for its swap meet operations, the District has also reserved for the
               District’s exclusive use of the entire fairgrounds property (including the Premises)
               during the last weekend in June of each year for the Barrett-Jackson automobile
               auction; provided, however, on not less than six (6) months prior written notice to
               Lessee the District shall have the right in any given Lease Year to cancel the
               Barrett-Jackson event or move it to another weekend.

       5.      In addition, the District will have the option to designate up to two (2) or three (3)


                                                  40
              additional operating weekends per calendar year (in addition to the weekends of
              the OC Fair) for the District’s exclusive use of the full property, including the
              Premises, for District events. The District will provide to Lessee at least six (6)
              months’ written notice in advance of the non-OC Fair and non-Barrett-Jackson
              weekend(s) designated by the District for its exclusive use of the full fairgrounds
              property, including the Premises. The District and Lessee agree that the exercise
              of this option will not exceed the following limitations, unless mutually agreed to
              by the parties:

                      (i)     A maximum of one (1) additional weekend other than the Barrett-
                      Jackson event may be designated by the District in the six-month period
                      commencing January 1 through and including June 30 of each calendar
                      year; provided, however, no more than one weekend per month may be
                      designated in the months of May and June.

                      (ii)    A maximum of two (2) additional weekends may be designated by
                      the District in the six-month period commencing July 1 through and
                      including December 31 of each calendar year; provided, however, no more
                      than one weekend may be designated in the month of December.

                      (iii) Notwithstanding the foregoing, if in any applicable Lease Year the
                      District exercises its right to cancel the Barrett-Jackson event pursuant to
                      Section D(4) above, then the District's right in the applicable Lease Year
                      to designate additional weekends for its exclusive use of the entire
                      fairgrounds, including the Premises, under this Section D(5) shall extend
                      to four (4) weekends instead of three (3) weekends. In such event, Section
                      D(5)(i) shall reference a maximum of two (2) weekends in the first
                      calendar half of the applicable Lease Year.

                      (iv)    As used herein, the defined term "Additional Weekends" shall
                      mean in any given Lease Year weekends designated hereunder by the
                      District for its exclusive use of the entire fairgrounds, including the
                      Premises, which are not: (x) the original five (5) weekends for the run of
                      the OC Fair, or (y) the weekend for the Barrett-Jackson event. Provided,
                      however, if in any Lease Year the District does not put on the Barrett-
                      Jackson event, then one (1) event in that Lease Year designated by the
                      Board for the District's exclusive use of the entire fairgrounds, including
                      the Premises, shall not be considered to be an Additional Weekend.

                      (v)     The additional weekends (i.e. not the original five (5) weekends of
                      the OC Fair or the annual Barrett-Jackson auction) designated by the
                      District pursuant to the foregoing shall be referred to as “Additional
                      Weekends”.

       The amount of the Minimum Guaranteed Rent will be reduced ratably by the number of
additional weekends reserved by the District, other than the OC Fair weekends and the Barrett-
Jackson weekends.


                                               41
      Lessee may also conduct a swap meet on the Friday after Thanksgiving and for five (5)
weekdays in the seven-day period immediately preceding Christmas.

       Lessee shall not use or occupy the Premises at any other times without the prior written
consent of the District, which consent may be given or denied by the District at its sole discretion
without limitation.

        Swap meet hours may commence at 12:00 a.m. on the Saturday of a swap meet day and
end at 5:30 p.m. on the Sunday of a swap meet day. Swap meet hours, if any, on the Friday
following Thanksgiving, and during the 5 weekdays in the week prior to Christmas shall be
12:00 a.m. on the first day of the holiday swap meet and end at 5:30 p.m. on the final day of the
holiday swap meet.

         Set up for the swap meet may not commence earlier than one (1) day prior to an
operational day. Tear down must be completed by one (1) day following an operational day.
Lessee acknowledges and agrees that the time permitted for set up and tear down may be
restricted or limited because of other events taking place on the fairgrounds. Set up and tear
down must be limited to the Premises.

        Lessee shall ensure that all equipment used by Lessee or any swap meet vendor with
respect to the swap meet operations is stored in the appropriate area as approved by the District
in writing or is removed from the Premises at the conclusion of each operating weekend.

       The foregoing dates and times of operation and other restrictions may be changed,
modified, altered, or canceled only with the prior written consent of the District.

E.     Security Deposit

       1.      Deposit Lessee has deposited with Lessor the sum of $50,000.00, receipt of
               which is hereby acknowledged by Lessor, as security for the full and faithful
               performance by Lessee of the terms, conditions, and covenants of this Lease
               Agreement.

       2.      Deduction for Rent and Other Payments If at any time during the term of this
               Lease Agreement Lessee defaults in the payment of all or a portion of rent or
               other amounts due to District hereunder, Lessor shall have the right to appropriate
               and apply any portion of the security deposit reasonably necessary to remedy any
               such default.

       3.      Deduction for Repairs If at any time during the term of this Lease Agreement
               Lessee, Lessee’s subcontractors, independent contractor’s, vendors, agents, or
               employees damage the Premises, then Lessor shall have the right to appropriate
               and apply any portion of the security deposit reasonably necessary to fund the
               necessary repair.

       4.      Deduction at Termination of Lease Agreement If on termination of this tenancy
               Lessee fails to leave the Premises in a condition comparable to the condition of
               the Premises at the time Lessor delivered possession to Lessee at the


                                                42
               commencement of this Lease Agreement, ordinary wear and tear excepted, then in
               addition to its other rights and remedies under applicable law or this Lease
               Agreement, Lessor shall be entitled to appropriate and apply all or any portion of
               the security deposit reasonably necessary to put the Premises in the condition
               comparable to the condition of the Premises at the time of delivery.

       5.      Replenishment and Increase of Deposit If all or any portion of Lessee’s security
               deposit is properly applied by the Lessor during the term of this Lease Agreement
               for any purpose authorized by this Lease Agreement, Lessor will provide Lessee
               with written notification, and this written notification shall include an itemized
               statement describing the disposition of the security. Upon receipt of written
               notification, Lessee shall have ten business days to replenish this amount.
               Lessee’s failure to replenish the security deposit within ten business days from
               receipt of written notification shall constitute a material breach of this Lease
               Agreement.

       6.      Return of Deposit at Termination of Lease Agreement. Lessor shall return to
               Lessee the portion of the security deposit remaining after any deductions
               authorized by this Lease Agreement or otherwise authorized by law, if any, in the
               following manner. If a deduction has been made only for the nonpayment of rent,
               the remaining portion, if any, shall be returned not later than two weeks after the
               date Lessor receives possession of the Premises. If a deduction has been made for
               any other reason authorized by this Lease Agreement or otherwise authorized by
               law, the remaining portion, if any, shall be returned not later than 30 days from
               the date Lessor receives possession of the remises. Lessee shall not be entitled to
               any interest on any portion of the security deposit.

F.     Rent

       1.      Percentage Rent

        The Percentage Rent payable under this Lease Agreement shall be ___% of all Gross
Revenues per applicable Lease Year. “Gross Revenues” is defined as any and all revenue
generated by the swap meet operation to include but not limited to all admission fees, space
rental charges, food and beverage sales, parking, miscellaneous income and sales, sponsorship
and/or advertising fees collected by the Lessee. Sales tax collected by Lessee is not included in
Gross Revenues. If Percentage Rent paid with respect to Lessee in any given Lease Year is less
than the Minimum Guaranteed Rent, Lessee must make up the shortfall within thirty (30) days of
the end of the applicable Lease Year. Lessee will remit weekly rent payment on Friday before 5
p.m. for the swap meet of the week prior. If rent is not received by a date three (3) business days
after the due date, the rent is considered delinquent.

       2.      Minimum Guaranteed Rent

       The Minimum Guaranteed Rent for each Lease Year is $___________. If the District
exercises its right to take exclusive control of the entire fairgrounds including the Premises for an
Additional Weekend pursuant to Section D above, then the Minimum Guaranteed Rent for the



                                                 43
Lease Year in which such Additional Weekend falls, shall be reduced ratably. For the purpose of
the foregoing, the ratable reduction in the Minimum Guaranteed Rent per Additional Weekend
shall be equal to the Minimum Guaranteed Rent divided by 46 (that is, 52 weeks per year minus
five (5) weekends for the OC Fair and one (1) weekend for the Barrett-Jackson auction).

       3.      Force Majeure

        As used in this Lease Agreement, “Force Majeure” means the actual period of any delay
encountered by the party in question resulting from acts of God, governmental delays, a default
by the other party under the terms of this Lease Agreement if the party claiming delay by reason
of Force Majeure is not also in default of its obligations hereunder, and other events beyond the
reasonable control of the party claiming such Force Majeure delay, in no event to exceed ninety
(90) days in the aggregate with respect to any such event. Force Majeure specifically excludes,
and no extensions shall be provided for, (i) failure to obtain financing necessary to enable the
applicable party to commence or complete the applicable task, including the failure to obtain
such financing as the result of inadequate equity funding obtained by the applicable party; and
(ii) any increase in labor costs because of any reason, including, without limitation, the
application of any prevailing wage statute, rule or regulation. The party claiming a delay by
reason of Force Majeure must, in order to assert such claim, deliver written notice of the claimed
occurrence of the applicable event of Force Majeure. Such notice must be delivered within five
(5) business days of the occurrence of such event, and if such notice is not timely given then any
claimed delay which occurred more than five (5) business days before such notice is delivered
will not constitute a delay by reason of Force Majeure. Notwithstanding the foregoing, the party
claiming Force Majeure agrees to take commercially reasonable steps to mitigate the effects of
any Force Majeure event, and to continuously and diligently attempt to cure such Force Majeure
event, if possible. The calculation of any Force Majeure delay period shall take into account the
time that the applicable party could have saved by implementing commercially reasonable
mitigation measures. Provided, however, that if Lessee is unable to perform for any cause
beyond its reasonable control for a period in excess of ninety (90) days, then either party may
terminate this Lease Agreement upon thirty (30) days’ written notice to the other party without
further liability. For the avoidance of doubt, in no event shall Force Majeure be used as an
excuse to delay any obligation to pay rent or any other amount of money owed by Lessee to the
District.

       4.      Payment

       Percentage Rent shall be calculated on a daily basis for each week of swap meet
operation. Lessee shall submit written statements, called “Operating Reports,” (in a form
substantially similar to Schedule 2) to the District, detailing Gross Revenues for each day of
operation. The Operating Report shall be submitted to the District on the Friday following the
weekend (or week, as applicable) of swap meet operation. Lessee shall pay to the District the
percentage rent due from the weekend prior on the Friday following the weekend of swap meet
operation. The Operating Report shall agree with the Financial Records.

        District reserves the right have an agent or employee of the District present each day of
operation of the swap meet to audit daily Gross Revenues. Reasonable efforts will be made to
not interfere with Lessee’s operation.


                                                44
       5.      Record Keeping

        Lessee shall keep full and complete business and financial records of its operations
pursuant to generally accepted accounting principles (GAAP) and in a form and substance
satisfactory to the District. Lessee is also responsible for delivering audited financial statements
to the District within ninety (90) days of the end of each Lease Year. The records described in
the foregoing shall be referred to in this Lease Agreement as the "Financial Records."

       6.      Audits

        An annual review shall be conducted of the Financial Records by an independent audit
firm selected by the District. The Lessee shall pay for costs of this annual audit, and shall make
all Financial Records available for inspection or audit within fourteen days following notification
by the District that the annual audit will be conducted.

        District has the right conduct to audit the Financial Records at any other time at the sole
discretion of the District (“additional audit”.) If District conducts an additional audit, Lessee
shall make all Financial Records available for inspection or audit within fourteen days following
any request by District that the Financial Records be made available for an additional audit. The
District shall pay the costs of all additional audits; provided, however, that if the additional audit
determines that an amount in excess of $5,000.00 is due and owing from Lessee to the District,
Lessee shall pay all costs associated with the additional audit within fourteen days after written
demand by the District.

        Lessee shall pay all amounts determined to be due and owing within five business days
after notification by District of the amount due and owing. If any audit finds an amount in
excess of $5,000.00 is due and owing from Lessee to the District , Lessee shall pay the full
amount, plus a penalty of 10% of the balance due and owing, no less than five business days
after notification of the amount due and owing. If Lessee fails to pay any amount required to be
paid by this paragraph, then District shall have the irrevocable right to take payment from the
Security Deposit described in Paragraph Number E(1) above, and Lessee shall replenish that
amount within five business days of notification that the Security Deposit requires
replenishment.

      Lessee shall maintain all Financial Records for at least five (5) years after the final
payment of Rental under this Lease Agreement, or longer as directed by the District.

       Any information obtained by the District pursuant to any inspection or audit shall be
considered a public document, unless otherwise exempt, and subject to disclosure according to
the Public Records Act.

       7.      Best Efforts

      Lessee is required to, and will, use its best efforts in the operation of the swap meet to
maximize Lessee’s Gross Revenues.




                                                  45
G.     Operation and Management of Swap Meet

       Operation, management and maintenance of the swap meet will be at Lessee’s sole
expense, including, but not limited to:

       1.     Coordinating reservations and renting spaces for sellers;

       2.     Establishment and collection of admission fees and all other revenue;

       3.     Advertising, marketing, and promotion, which shall be in compliance with all
              applicable statutes, regulations and ordinances, and subject to the prior written
              approval of the District, which will not be unreasonably withheld;

       4.     Staffing with all necessary personnel including supervisory personnel;

       5.     Providing management, administrative and security personnel and controls at any
              time swap meet vendors are on the Premises

       6.     Providing food and beverage service and operate from food service facilities that
              are clean and sanitary in accordance and consistent with all applicable rules,
              demands and requirements of law, pertinent health and sanitary codes and
              requirements of duly authorized health authority of the County of Orange and any
              other health department having jurisdiction.

       7.     Compliance with all requirements of the Department of Alcoholic Beverage
              Control.

       8.     Engaging and supervising exterminators at Lessee’s expense to control vermin
              and pests as is necessary, but in no event less than once each month. Lessee
              agrees extermination services must be provided in all areas where food is stored,
              prepared, served, sold, or dispensed.

       9.     Keeping and providing all financial records required by the District.

       10.    Filing and implementing an annual operating plan for a swap meet business which
              addresses seller space configuration, subject to approval by the District

       11.    Complying with all District policies including those outlined in the Event
              Services Handbook, which are filed in the District offices from time to time.

       12.    Maintaining the Premises in a good, clean, and safe condition. Lessee shall
              prepare and submit to the District for the District’s approval a plan for
              maintenance of the Premises, facility cleanup, waste removal, waste recycling,
              and trash.

       13.    Develop and submit to the District for the District’s approval a parking plan for
              swap meet visitors, sellers and employees.




                                               46
       14.     Provide appropriate levels of security and crowd control measures for the
               operation

       15.     Provide a system for emergency medical response during hours of operation

       16.     Compliance with SB198 health and safety requirements

       17.     Compliance with all federal, state and local statutes, laws, ordinances and
               regulations relating to environmental issues; including, but not limited to South
               Coast Air Quality Management District regulations, Regional Water Quality
               Control Board regulations. Lessee shall at all times conduct its business in
               compliance with the Clean Air Act, the Clean Water Act, the Porter-Cologne
               Water Quality Act, the California Environmental Quality Act, the National,
               Environmental Protection Act, and all comparable, related, and successor statutes,
               laws, ordinances, and regulations.

       18.     Develop and submit to the District for the District’s a program to maintain a drug-
               free workplace at the swap meet.

       19.     Lessee covenants that it will fully comply with Public Contract Code section
               10295.3 with regard to benefits for domestic partners. A Contractor may require
               an employee to pay the costs of providing additional benefits that are offered to
               comply with Public Contract Code section 10295.3

       20.     Compliance with all federal, state, and local statutes, laws, ordinances and
               regulations relating to equal employment, disability access, and non-
               discrimination, including, but not limited to, the Unruh Act, Americans with
               Disabilities Act, Occupational Safety and Health Act, California Civil Code
               sections 51 through 54.6, inclusive, and all comparable, related, and successor
               statutes, laws, ordinances, and regulations.

         Lessee further agrees to use reasonable care in its use and occupancy of the Premises and,
at all times during the Term, to keep and maintain the Premises in good, clean and safe condition
and to prevent waste upon, or damage to, the Premises. Lessee will (and will cause vendors to)
maintain all of its equipment, inventories and other tangible property in a well maintained, neat,
orderly and careful manner at all times. All storage will be in an area designated by the District.
Storage is restricted to those items used in general operation of the swap meet. Storage of
personal items is prohibited.

        Maintenance, including equipment and facilities repairs, must be confined to the
Premises, and may not occur on any other part of the fairgrounds. Lessee acknowledges and
agrees that maintenance may be limited due to other events occurring on the fairgrounds.

H.     Limitations on Use

        In addition to Section C above, Lessee will not conduct, or permit to be conducted on the
Premises any business or act, which is or may be contrary to, or in violation of, any federal, state,
or local statute, law, regulation, or ordinance. Lessee shall not engage in or knowingly or


                                                 47
negligently permit any condition upon the Premises inappropriate to the neighborhood in which
the fairgrounds is located, which includes governmental buildings, educational institutions and
residential neighborhoods.

I.     Right to Enter

        The District reserves the right to enter onto the Premises at any time for any purpose,
including emergencies. Designated agents of the District shall have the right to make periodic
inspections of the Premises to determine whether the Lessee has complied with, and is
complying with, the terms and conditions of the Lease Agreement. Designated agents of the
District shall also have the right to enter the Premises for the purpose of accomplishing repairs or
replacements where the Lessee is obligated to make such repairs or replacements and has failed
to do so after a reasonable notice period determined by the District. The notice period shall
depend upon the nature and extent of repair or replacement required and the impact of the defect
on the safety and profitability of the swap meet. No such entry by, or on behalf of, the District
on the Premises shall cause or constitute a termination of the Lease Agreement or be deemed to
constitute an interference with the possession of the Premises by Lessee.

J.     Licenses, Permits and Taxes

        Lessee shall obtain, maintain and pay for all licenses and permits required for its business
throughout the entire term of the Lease Agreement, and any extensions, including, but not
limited to, holdover periods, if any. Lessee shall also insure vendor compliance with applicable
local, State and Federal law, including, without limitation, providing evidence to the District of
the licensing of vendors under applicable law promptly (and in no more than five (5) business
days) after written request by the District.

        Lessee is aware and agrees that the Lease Agreement, or Lessee’s use of the Premises,
may be subject to federal, state or local charges, taxes or fees. All personal property taxes,
income taxes, possessory interest taxes, general and special assessments, and other charges of
every description levied on or assessed against the operation of the swap meet, shall be paid
promptly by Lessee direct to the charging authority before delinquency and before any fine,
interest or penalty shall become due or be imposed by operation of law for nonpayment. Lessee
shall hold the District harmless and indemnify the District against and from any and all charges,
fees, assessments and taxes imposed under this Paragraph.

K.     Consent to Improvement or Modification of the Premises

        Lessee shall make no improvement or modification of the Premises for any reason
without the prior written consent of the District. The District may grant or withhold its consent
for any improvement or modification of the Premises in its sole and exclusive discretion. No
improvement or modification made by Lessee during the term of this Lease Agreement may be
subsequently modified, altered, or removed without the prior written consent of the District.
Any improvement, alteration, or modification of the Premises made by Lessee shall be at the sole
cost and expense of the Lessee. All improvements, alterations, or modifications made by the
Lessee shall be in strict compliance with any and all conditions specified by the District, and
with all codes, statutes, ordinances and regulations by any governmental agency having



                                                48
jurisdiction. Lessee shall defend and indemnify the District against all liability and loss of any
type, including but not limited to, all expenses, liens, mechanics liens, claims, charges or
damages to property or any other person, arising out of work performed on the Premises by
lessee, together with reasonable attorneys fees and all costs and expenses which might arise by
reason of the making of repairs, improvements or modifications; excepting only to the extent of
the sole negligence or willful misconduct of the District.

L.     Title to Improvements

       At the sole and exclusive discretion and option of the District exercised by written notice
to Lessee:

       1.      All improvements on the Premises at the expiration of the term or sooner
               termination of this Lease Agreement shall, without compensation to the Lessee,
               then become the District’s property free and clear of all claims to or against them
               by Lessee or any third person, and Lessee shall defend and indemnify the District
               against all liability and loss arising from such claims or from Lessor’s exercise of
               the rights conferred by this Paragraph (L)(1); or

       2.      At the expiration or sooner termination of the term, the District may, at the
               District’s election, demand the removal from the Premises of all fixtures and
               improvements or of certain fixtures or improvements or both, at Lessee’s sole cost
               and expense. Removal of fixtures and improvements requires that Lessee restore
               the Premises to their original condition, ordinary wear and tear excepted.

       3.      If requested by the District in writing, Lessee will execute such writing as
               required by the District to confirm District’s title to any improvements as set forth
               in this Paragraph (L).

M.     Food and Beverage Service

        Lessee will provide food and beverage service within the operation of the swap meet.
Food and beverage are to be prepared and served from concession stands that are approved by
the County of Orange Health Department. Lessee shall provide a food and beverage plan within
the annual operating plan, indicating the number of concession stands, menus, pricing and
location. Permanent food service facilities, if desired by the Lessee, must be submitted to the
District Board of Directors for approval and subsequent agreement.

        The Lessee must secure and comply with all requirements from the Department of
Alcoholic Beverage Control. The Lessee shall prepare and submit to the District for the
District’s approval a comprehensive Alcohol Awareness Server Program, detailing plans, signs,
policies and actions.

        Lessee shall maintain all food service facilities in a clean and sanitary condition in
accordance and consistent with all applicable rules, demands and requirements of law, pertinent
health and sanitary codes and requirements of duly authorized health authority of the County of
Orange and any other health department having jurisdiction.



                                                49
N.     Assignment and Subletting

        Lessor shall not directly or indirectly sell, assign, sublet, transfer, mortgage, charge or
 otherwise encumber, or permit or suffer any other party to sell, assign, transfer, mortgage,
 charge or otherwise encumber, whether voluntarily or by operation by law (collectively referred
 to as a “Transfer”), all or any part of the leasehold interest under this Lease Agreement without
 the prior written approval of the District which approval may be granted or withheld in the sole
 and absolute discretion of the District.

       Without limiting the generality of the foregoing, Transfers of the direct or indirect
ownership interests of the partnership, membership, shareholding or other ownership interests in
Lessee shall be deemed Transfers subject to the restrictions of this Section N unless such
Transfers are made for the purpose of family or estate planning.

        For the avoidance of doubt, the foregoing prohibition on assignment and transfer will
preclude the assignment of a leasehold interest under this Lease Agreement as collateral security
for an obligation.

        In the event of a sublet that is approved by the District pursuant to the foregoing, the
District shall receive Percentage Rent based upon the Gross Revenue from the operation of the
sublease.

O.     Insurance

       The insurance Lessee is required to provide hereunder must comply with the insurance
provisions contained in this Lease Agreement as well as the state insurance requirements
attached hereto as Schedule 3.

       1.      Workers' Compensation

        The Lessee shall secure and maintain, at its own expense, during the Term all Workers'
Compensation insurance required by California law for all of Lessee’s employees and shall
require the same coverage for any subsidiaries, agents, if any, and its employees, and shall carry
a minimum of five million dollars ($5,000,000) employers insurance coverage as part of the
Workers' compensation insurance.

       2.      Automobile Insurance

        Lessee shall secure and maintain at its own expense during the Term Commercial
Automobile Liability coverage, on a per accident basis, at least as broad as the current ISO
policy form # CA 0001, Symbol #1 (any auto) with limits of not less than $1,000,000 combined
single limit per accident for contracts involving the use of Lessee’s vehicles (autos, trucks, or
other licensed vehicles) on the Premises or any portion of the fairgrounds.

       3.      Commercial General Liability Insurance

        The Lessee shall secure and maintain at its own expense during the Term a minimum of
five million dollars ($5,000,000) combined single-limit commercial general liability insurance


                                                50
covering the Lessee, its employees, agents and subsidiaries, for claims for damages for bodily
injury, property damage, personal injury, liquor liability, automobile and maintenance vehicle
liability insurance.

       Coverage shall include blanket contractual insurance and such coverage shall make
express reference to the Lessee’s hold-harmless provision in Section P below. The liability
insurance shall include coverage for products, including liquor liability.

        The Lessee agrees that the general liability insurance herein provided for shall be in
effect at all times during the Term. In the event said insurance coverage expires at any time or
times prior to or during the Term, Lessee agrees to provide the District at least consistent with
the provision of Paragraphs (O)(1) and (O)(2) of this Lease Agreement, prior to any expiration
date, a new certificate of insurance evidencing insurance coverage as provided for in this Lease
Agreement for a term not less than the remainder of the Term, or for a period of not less than one
(1) year. New certificates of insurance and additional insured endorsements are subject to the
approval of the District, the State of California, and California Fair Services Authority, and
Lessee agrees that no work or services shall be performed, and no swap meet shall be conducted,
prior the giving of such approval. In the event the Lessee fails to keep in effect at all times
insurance coverage as herein provided, the District may, in addition to any other remedies it may
have, terminate this Lease Agreement.

        The following statement regarding additional insured must be included on all insurance
certificates: “That the State of California, the District Agricultural Association, County Fair, the
County in which the County Fair is located, Citrus Fair, or California Exposition and State Fair,
their agents, directors, officers, servants, and employees are made additional insured but only
insofar as the operations under this contract are concerned.”

        In addition to the foregoing, Contractor shall provide a certified copy of an additional
insured endorsement to the District, Forms ISO CG 2005, 2010, 2012, 2024, showing the State
of California, the 32nd District Agricultural Association, the OC Fair & Event Center, and their
agents, directors, officers, servants, and employees are made additional insureds on Lessee’s
general liability insurance policy and automobile liability policy.

       4.      Provisions relating to all insurance required by Paragraph O

        The insurance coverage provided by Lessee shall be primary and any separate coverage
or protection available to the District or any other additional insured shall be secondary.

        Nothing in this Paragraph O shall be construed as limiting in any way the extent to which
the Lessee may be held responsible for damages resulting from Lessee’s operations, acts,
omissions, and/or negligence. Insurance coverage obtained in compliance with this Paragraph O
shall not relieve the Lessee of liability in excess of such minimum coverage, nor shall it preclude
the District from taking other actions available to it under contract documents or by law,
including, but not limited to, actions pursuant to Lessee’s indemnity obligations.

       All insurance polices maintained by Lessee hereunder, and all certificates thereof, shall
include the agreement of the insured to provide the District with written notice of cancellation or



                                                 51
modification of the insurance no less than thirty (30) days prior to any cancellation or
modification.

        All insurance carriers must meet one of the following rating requirements: (1) A.M. Best
general policyholder's rating of “A‐” or better and a financial performance index rating of VI or
better in Best's Insurance Reports or Key Ratings Guide or (B) A or better by Standard and
Poor’s.

        The maximum amount of any deductible, self-insured retention or deductible amount
shall not exceed $100,000.

       Upon request by the District, the Lessee shall immediately furnish a complete copy of
any policy required by this Paragraph, including all endorsements, certified by the insurance
company issuing the policy to be a true and correct copy of the original policy.

P.     Indemnity

         Lessee hereby indemnifies and shall defend and hold harmless (using counsel reasonably
acceptable to the District) the Lessor, the State of California and its agencies and entities and
each of its respective officers, directors, affiliates, partners, members, managers, agents,
employees, licensees, invitees and contractors against all loss, expense (including, but not limited
to, attorneys’ fees and court costs), damage, injury, liability, cause of action, any claim arising
from the alleged violation of any state or federal accessibility law, statute or regulation,
(including but not limited to, the Americans With Disabilities Act, and/or any state, local,
successor, or comparable provision of law) however caused or alleged to have been caused, and
even though claimed to be due to the negligence of the District or claim of any kind or character
(collectively “Claims” and individually a “Claim”) in any way arising from or caused by (a)
fraud, deceit, self-dealing, gross negligence, breach of fiduciary duty or willful misconduct by
Lessee, (b) any breach of this Lease Agreement by Lessee, or (c) any losses sustained as a result
of insufficient insurance coverage, as described in this Lease Agreement.

         The indemnity and agreement to defend and hold harmless by Lessee shall survive the
expiration or other termination of this Lease Agreement. Lessee hereby agrees that in the event
Lessee has any liability to or owes the District any sums as a result of the foregoing indemnity or
any other provision of this Lease Agreement, the District shall have the right to offset said sums
against any other monies due Lessee from the District. If any claim is made against the District
or if the District has any claims against Lessee for damages on account of injury or damage of
any sort in connection with the matters for which Lessee is providing the foregoing indemnity,
the District shall have the right, at its option, to withhold from Lessee any payments due to
Lessee hereunder until such claim is finally settled to the satisfaction of the District. These
obligations of Lessee shall not be construed to negate, abridge or otherwise reduce any right of
indemnity or any other rights to which the District would otherwise be entitled. In addition, for
the avoidance of doubt, the scope of Lessee’s indemnification obligation is not intended to limit
Lessee’s liability to the District for any breach of Lessee’s obligations hereunder.

       Each indemnity provided for under this Lease Agreement shall be subject to the
following provisions:


                                                52
       1.       The indemnity shall cover the costs and expenses of the indemnitee, including
                reasonable attorneys’ fees and court costs, related to any actions, suits or
                judgments incident to any of the matters covered by such indemnity.

       2.       The indemnitee shall notify the indemnitor of any Claim against the indemnitee
                covered by the indemnity within forty-five (45) days after the indemnitee has
                notice of such Claim, but failure to notify the indemnitor shall in no case
                prejudice the rights of the indemnitee under this Lease Agreement unless the
                indemnitor shall be prejudiced by such failure and then only to the extent the
                indemnitor shall be prejudiced by such failure. Should the indemnitor fail to
                discharge or undertake to defend the indemnitee against such liability with
                counsel reasonably acceptable to the indemnitee within thirty (30) days of the
                indemnitor’s receipt of notice of the existence of the applicable Claim (or such
                shorter period as is reasonably required under the then applicable circumstances
                in order to mitigate in material respect the exposure of the indemnitee with
                respect to the applicable Claim), then the indemnitee may settle such liability. In
                such event, the liability of the indemnitor hereunder shall be conclusively
                established by such settlement, which amount of such liability shall include both
                the settlement consideration and the reasonable costs and expenses, including
                attorneys’ fees, incurred by the indemnitee in effecting such settlement.

       3.       Payment of a Claim shall not be a condition precedent to any indemnification
                provided in this Lease Agreement.

Q.     Notice

        Lessee shall, within three (3) business days, report in writing to the District any incident
that might reasonably be expected to result in any claim under any of the indemnity or insurance
provision of this Agreement. The Lessee also agrees to provide the District with information as
to the disposition of any claims within thirty (30) days following said disposition.

R.     Surrender of Premises and Holding Over

       1.       Surrender of Premises during the OC Fair

        Lessee agrees that following the final swap meet operation day prior to the Annual Fair,
or any weekend designated by the District for exclusive use of the entire fairgrounds including
the Premises pursuant to this Lease Agreement, to surrender possession of the Premises in good
condition, reasonable wear and tear excepted, and District shall have the unconditional right to
possession of the Premises. Lessee agrees to remove all equipment and temporary facilities of
the Lessee and/or swap meet vendors from the Premises at the Lessee’s sole expense. Storage of
the equipment and temporary facilities shall not be on the fairgrounds but at an undetermined
off-site location secured at the Lessee’s sole expense.

       2.       Surrender of Premises

      District shall not be required to give notice to quit possession at the expiration of the
Term. Lessee covenants and agrees that on expiration of the Term, or on an earlier termination


                                                 53
as hereinafter provided, it will peacefully surrender possession of the Premises in good
condition, reasonable wear and tear excepted, and District shall have the unconditional right to
possession of the Premises.

       3.      Holding Over

        In the event that the Lessee should hold over and remain in possession of the Premises
after the expiration of the Term, or sooner termination, such holding over shall be deemed not to
operate as a renewal or extension of the Term and such hold over may be terminated by the
District. If Lessee, with District’s consent, which may be given or denied by the District in its
sole and exclusive discretion without limitation, remains in possession after expiration of the
term, such holding over shall be deemed to be a month-to-month tenancy on the terms and
conditions set forth in this Lease Agreement; provided, however, that such month-to-month
tenancy may be terminated at any time on thirty (30) days prior written notice to the other party.

S.     Default and Termination of Agreement

       1.      Notification of Default

        In the event Lessee shall default in the performance of the terms or conditions of this
Lease Agreement, the District may notify the Lessee of such default in writing. Written notice
referred to in this Section shall be as set forth in Paragraph U (14) below. Failure on the part of
the District to notify Lessee of default in accordance with this Section shall not be deemed a
waiver by the District of District’s rights on default of the Lessee or such default at a subsequent
time and such notice will have the same effect as if promptly made.

        If Lessee is in default under any of its obligations under this Lease Agreement and has
not cured the same within the cure period set forth below, Lessor shall have the right to perform
such obligation itself and to demand reimbursement from Lessee for the costs incurred by Lessor
to effectuate such cure.

       2.      Correction of Default

        Within five (5) days of receipt of written notice of default from the District, Lessee shall
correct such default if the default is with respect to any payment required to be made by the
Lessee or within ten (10) days of receipt of the written notice of default if it is of any other
nature. In the event Lessee fails to correct the default to the satisfaction of the District within the
time specified, or such greater period as the District may consent to by prior writing in its sole
and absolute discretion, the District shall have all rights accorded by law, including the rights
granted under Section E of this Agreement, or to terminate this Agreement or to recover
damages. The Lessee shall pay all costs and attorney’s fees incurred by the District in the
enforcement of any of the provisions in this Paragraph or in this Lease Agreement. If after
notice of default and the expiration of the applicable cure period no payment is received,
delinquent amounts shall accrue interest at 5% per annum compounding monthly until paid in
full.




                                                  54
       3.      Insolvency of Lessee

        If Lessee shall (i) initiate proceedings of any nature under the federal Bankruptcy Code,
or any amendment or successor thereto, or any similar state or federal law for the relief of
debtors, (ii) make a general assignment for the benefit of creditors, (iii) have initiated against it a
proceeding under any section or chapter of the Bankruptcy Code, or any similar federal or state
law for the relief of debtors, which proceeding is not dismissed or discharged within a period of
sixty (60) days after the filing thereof, (iv) admit in writing its inability to pay its debts as they
mature or to perform its obligations under this Agreement, (v) be the subject of an attachment or
execution or other judicial seizure of all or any substantial part of Lessee’s assets or the leasehold
interest under this Lease Agreement or any part thereof, which remains undismissed or
undischarged for a period of sixty (60) days after levy thereof or (vi) consent to the appointment
of a receiver or have a receiver appointed to manage it or any substantial part of its assets or of
the leasehold interest under this Lease Agreement or any part thereof, which receivership
remains in place for a period of at least sixty (60) days or take any action in furtherance of any of
the aforesaid purposes, or shall abandon this Lease Agreement, then the District may terminate
this Lease Agreement. In the event of such termination, the Lessee shall be liable, without
limitation, for all payments required to be made to the District up to and including said date of
termination.

       4.      Acceptance of Rental

        The acceptance of rental shall not constitute a waiver or estoppels of the District’s right
to exercise its remedies for the breach of any of the terms or conditions of this Lease Agreement.

       5.      Termination Upon Notice

        Notwithstanding anything else set forth in this Lease Agreement, District reserves the
right to terminate this Lease Agreement for any reason whatsoever upon three hundred sixty-five
(365) days written notice.

T.     Destruction of Premises / Condemnation

       1.      Destruction

         If all or any portion of the Premises, is damaged or destroyed by any cause whatsoever,
Lessee shall at its own cost and expense promptly repair the damage and restore the Premises to
at least the same condition that existed before that damage or destruction, regardless of whether
any insurance proceeds paid for the damage or destruction are sufficient to cover the entire cost
of repair or restoration. During repair and restoration this Lease Agreement shall remain in full
force and effect and the rent payable under this Lease Agreement shall not be abated in any way
or to any extent. The proceeds of any insurance purchased by Lessee covering the damage or
destruction shall be made available to Lessee for the repair or restoration required under this
section pursuant to customary and reasonable disbursement controls in favor of the District.




                                                  55
       2.      Condemnation.

        If all or any part of Premises is sold by the State of California, or is taken by any public
or quasi-public agency or entity under the power of eminent domain during the term of this
Lease Agreement (1) Either District or Lessee may terminate this Lease Agreement by giving
reasonable notice under the circumstances; provided, however, that Lessee cannot terminate this
Lease Agreement unless the portion of Premises sold by the State of California or taken by
eminent domain is so extensive as to render the remainder of the Premises useless for the uses
permitted by this Lease Agreement, and District is unable or unwilling (in its sole and absolute
discretion) to provide a substantially equivalent amount of space in lieu to the Premises sold or
taken. Any and all damages and compensation awarded or paid because of a taking of the
Premises shall belong to District, and Lessee shall have no claim against District or the entity
exercising eminent domain power for the value of the unexpired term of this Lease Agreement or
any other right arising from this Lease Agreement.

U.     General Conditions

       1.      Contract Documents

        The Request for Bid Proposals (RFP) and the entire proposal submitted by the Lessee in
response to RFP Number SM-04-11 are accepted by the District and incorporated into this Lease
Agreement as contract documents. However, any conflict or discrepancy between the contract
documents shall be resolved in accordance with the following order of precedence: (1) this
Lease Agreement; (2) the RFP; and (3) the Lessee’s submitted proposal. Lessee represents and
warrants in favor of the District that all matters set forth in response to the RFP are true and
correct and a material breach of the foregoing constitutes a breach of this Lease Agreement.

       2.      Amendment or Modification of Agreement

       No modification or amendment of this Agreement shall be binding on the District unless
the same is reduced to writing, approved by the Board of Directors of the District, and executed
by the District and approved by the appropriate State agencies.

       3.      Advertising, On-site Signage & Sponsorship

        All advertising for the swap meet shall be subject to the prior approval of District Staff,
which approval will not be unreasonably withheld. Lessee shall not advertise in any manner or
form on or about the Premises except by means of such signage or forms of mass media
advertising approved by the District. Such approval must be in writing prior to display or mass
media circulation. Advertising signage as well as operational signs are to be temporary in
nature, placed only in the defined swap meet Premises and must be removed and stored at the
end of the swap meet operating weekend. The District and Lessee will collaborate and engage in
joint marketing to develop property-wide sponsorship agreements. Both parties will have the
right of approval over sponsorship agreements proposed by either party, when such agreements
share common elements and involve or affect both District and Lessee. Such approval will not be
unreasonably withheld.




                                                56
        The District’s Carnival Lot is designated as an area that can be used by Lessee, if
available and subject to approval by the District, which approval may be granted or withheld by
the District in its sole and absolute discretion, for special programs sponsored by Lessee to
attract more people to the swap meet. Lessee and Lessor will work in good faith to coordinate the
calendar of these special events. Lessee will make its requests for such events at least 120 days in
advance of the events, and the District will respond to the requests at least ninety (90) days in
advance of the events in order to allow adequate time for marketing the events.

        Lessee shall obtain the prior written approval of District Staff prior to entering into any
sponsorship agreement. The District may not withhold its approval, in its sole and absolute
discretion.

       4.      Storage

        At its sole discretion, the District shall provide the Lessee with a maximum of 3,000
square feet of indoor space and 3,000 square feet of outdoor space to be used exclusively for
storing equipment pertaining only to the operation of the swap meet and no other purposes. Any
additional space needed by the Lessee shall require written approval from the District. At its
sole discretion, the District has the option to utilize the space allocated to the Lessee during its
annual fair for operational purposes. The Lessee is solely responsible for any costs related to
relocation of its storage to an off-site location

       5.      Emergency/ Disaster Plan

        Lessee shall be required to create an emergency disaster plan for the swap meet operation
to be submitted for review and approval annually by the District. The emergency disaster plan
requires the prior written approval of the District, and must be prepared in compliance with the
District’s emergency disaster plan, and in cooperation with District staff.

       Lessee shall provide emergency medical response services during each operating day of
the swap meet.

         Lessee shall provide the District an “emergency key” in order to access all of Lessee’s
facilities in case of an emergency or disaster.

       6.      Fencing

        Lessee agrees to install temporary fencing of the swap meet selling area for each day the
swap meet is in operation, at its sole cost and expense. Prior to installation of any fencing,
written plans for fencing must be provided to the District for its written approval. Temporary
fencing shall be removed at the conclusion of a swap meet day or weekend and stored.

       7.      Parking

       Lessee will manage all swap meet parking operations pursuant to a plan to be approved
annually by the District, in writing. All parking operations must be maintained in strict
compliance with the Americans with Disabilities Act, and/or any state, local, successor, or
comparable provision of law.


                                                 57
        Lessee acknowledges that the District is bound by a 1996 Settlement Agreement with the
City of Costa Mesa outlining maximum fairgrounds parking and usage. Lessee acknowledges
receipt of a copy of the 1996 Settlement Agreement, agrees to abide with the 1996 Settlement
Agreement, without exception.

       District reserves its exclusive right to implement a preferred parking area in the area
designated as the Carnival Lot and Lot F and to charge parking fees. District has the rights to
any and all revenue collected from this preferred parking operation.

       8.      Refuse and Waste Removal

        All refuse and waste material created by the Lessee’s operations in all areas of the
Premises and fairgrounds, including surrounding fence lines and streets, shall be promptly
collected and disposed of after each swap meet day. Lessee shall be responsible for employing
the necessary personnel, including supervisors, before, during and after hours of each operating
day to comply with these provisions; providing sufficient waste receptacles and equipment at
each location and making certain they are kept clean and properly serviced during and after each
operating day, to the satisfaction of the District.

       The District shall be responsible for the sweeping and cleaning of the swap meet debris in
and around the swap meet sellers’ area by 12:00 a.m. on each day of operation. All sweeping
and cleaning expenses shall be the sole responsibility of the Lessee.

       Wet refuse must be stored in water-tight containers pending removal from the Premises.
Grease and waste foods shall be kept in closed metal containers until removed from the
Premises.

        All equipment utilized by the Lessee for refuse and waste removal shall only be staged in
the swap meet Premises or in a designated storage area. Equipment is to be staged only one day
prior to the swap meet selling day and one day following the swap meet selling day.

       The District will be responsible to remove waste and refuse generated by swap meet
operations and will charge back to Lessee the cost of sweeping, refuse and waste removal.

       9.      Parking Lot Improvements

       The District shall give the Lessee at least thirty (30) days notice prior to making any
improvements to the Parking Lots such as paving, striping, electrical, sewer repair or installation.
The District will make reasonable attempts to implement any construction, repairs or
improvements without substantial negative impact to the swap meet operation.

       10.     Other Events

       Lessee acknowledges that the District rents fairgrounds facilities and property outside of
the Premises for the operation of other public and private events. Lessee agrees to cooperate
with District staff and to make necessary adjustments in the operation of the swap meet to
accommodate periods of increased or large event use on the fairgrounds.



                                                58
       11.     Security and Law Enforcement

        Lessee will develop and submit to the District, for its written approval, a security plan for
the swap meet operation. All expenses for implementation and operation of the security plan
shall be the sole responsibility of the Lessee. Any and all law enforcement costs incurred or in
connection with the operation of the swap meet shall be the sole responsibility of the Lessee.

       12.     Prohibition of Liens

        Lessee shall not suffer or permit to be placed against the Premises, or any part thereof,
any mechanic’s, materialmen’s, contractor’s or subcontractor’s liens arising from any claim for
damages growing out of the work of construction, repair, restoration, replacement or
improvement on the Premises or any other claim or demand howsoever the same may arise, but
Lessee shall pay, cause to be paid, or bond against, all of said liens, claims or demands before
any action is brought to enforce the same against the Premises; and Lessee shall indemnify and
hold District and said Premises free and harmless from all liability for any and all such liens,
claims, and demands, together with all attorneys fees, costs, and expenses in connection
therewith.

       13.     ATM Service

        The District has the exclusive right to provide ATM services on the Premises and
fairgrounds. The District will coordinate with the Lessee to determine the need for and
placement of ATM’s within the Premises. The District shall have exclusive right to any and all
revenues earned for ATM service.

       14.     Notices

        Any and all notices given under this Lease Agreement or otherwise may be served by
enclosing the notice in a sealed envelope addressed to the other party as required by this
Paragraph T (14), and sent by certified or registered mail with postage prepaid; or, by personal
delivery. Notice shall be deemed given on the day of personal delivery, or five days after
mailing. Refusal to accept delivery is deemed to be delivery of the applicable notice. Notice
shall be given as follows:

       To the District:

                              32nd District Agricultural Association
                                          88 Fair Drive
                                    Costa Mesa, CA 92626
                                 Attn: Chief Executive Officer

       With a copy to:

                                     Steven L. Edwards, Esq.
                                 Manatt, Phelps & Phillips, LLP
                                695 Town Center Drive, 14th Floor
                                     Costa Mesa, CA 92626


                                                 59
                                          (714) 371-2500

       To the Lessee:
                                   ________________________
                                   ________________________
                                   ________________________



       15.     Successors

        Each and all of the terms and conditions herein contained shall be binding upon and shall
inure to the benefit of the successors in the interest of the District and, subject to the provisions
as to assignment, any successors in interest of the Lessee.

       16.     Time is of the Essence

       Time is of the essence in the performance of this Lease Agreement.

       17.     Independent Contractor

       Lessee is not an employee or agent of the District by reason of this Lease Agreement or
otherwise. Lessee is an independent contractor, and as between the District and the Lessee, the
Lessee shall be solely responsible for its acts or omissions arising from, or relating to this Lease
Agreement.

       18.     Applicable Law

        This Lease Agreement shall be interpreted and enforced in accordance with the laws of
the State of California and shall be deemed to have been made, and shall be performed, in the
State of California.

       19.     Prohibition Against Similar Operation

       During the Term, Lessee shall not own or operate any similar scale swap meet in a 25-
mile radius from the District grounds.

       20.     Entire Agreement

        This Lease Agreement, together with all schedules and exhibits attached hereto (all of
which are by this reference incorporated herein), constitutes the entire Agreement between the
parties. No promise, representation, warranty, or covenant not included in this Lease Agreement
has been or is relied on by either party. The Standard Contract Terms and Conditions attached
hereto as Schedule 4 are made a part of this Lease Agreement.




                                                 60
       21.     Headings

        The headings of this Lease Agreement are inserted only as a matter of convenience and
reference and do not define or limit the scope or intent of any provisions of this Agreement and
shall not be construed to affect in any manner the terms and provision hereof or the interpretation
or construction thereof.

       22.     Acceptance of Standard Agreement Terms and Conditions

      Lessee accepts and agrees to the Standard Contract Terms and Conditions set forth in
Schedule 4, which are incorporated by this reference.

       23.     Severability

        If any covenant, term, condition or provision of this Lease Agreement shall, to any
extent, be invalid or unenforceable, the remainder of this Lease Agreement shall be valid and
enforceable to the fullest extent permitted by law

       24.     Attorneys Fees

        If either party brings any action or proceeding arising out of, or in any way related to this
Lease Agreement, or any right or remedy under this Lease Agreement, the prevailing party shall
be entitled to recover reasonable attorneys fees and other costs of action.

        IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Agreement as of
the date first written above.



  DISTRICT/LESSOR:                                      LESSEE:

  32nd District Agricultural Association



  By:                                                   By:
  Name:                                                 Name:
  Title:                                                Title:




                                                 61
SCHEDULE 1

Premises Map




     62
                        Arlington Drive




                                                                         . SCALE: I IN. = 475 FT.




17 d    -
       F^. 7v` U H TV 17A I PAo 77-K 2u 0 ^Tm^
           88 Fair Drive, Costa Mesa, CA 92626 - 714-708-FAIR - www.ocfair.com
                                           SCHEDULE 2

                                      Weekly Report for <dates>

       Saturday        Sunday

       Item    Price Number             Amount        Number      Amount

Seller Summary:
        {itemized by type of spaces
               and prices}
        Total

Buyer Summary:
       {itemized by type of tickets
              and prices}
Complimentary Admissions
       Total

Parking Summary:
       {itemized by type of tickets
              and prices}
       Total

Food and Beverage Summary:
Food Sales
Beverage Sales
Beer/Wine Sales
Other
      Total

Attractions Summary:
        {itemized by type of tickets
               and prices}
        Total

Miscellaneous Summary:
       {itemize all miscellaneous
       revenue sources or
       adjustments, including:
       Sponsorship Revenue
       Pay Phone Commissions
       ATM Machine Commissions}
       Total

Daily Totals




                                                 63
                                       SCHEDULE 3
                                 INSURANCE REQUIREMENTS
I. Evidence of Coverage

The contractor/renter shall provide a signed original evidence of coverage form for the term of the
agreement protecting the legal liability of the State of California, District Agricultural Associations,
County Fairs, Counties in which County Fairs are located, Lessor/Sublessor if fair site is
leased/subleased, Citrus Fruit Fairs, or California Exposition and State Fair, their directors, officers,
agents, servants, and employees, from occurrences related to operations under the contract. This may be
provided by:

    A. Insurance Certificate - The contractor/renter provides the fair with a signed original certificate of
       insurance (the ACORD form is acceptable), lawfully transacted, which sets forth the following:

        1.   List as the Additional Insured: "That the State of California, the District Agricultural
             Association, County Fair, the County in which the County Fair is located,
             Lessor/Sublessor if fair site is leased/subleased, Citrus Fruit Fair, or California
             Exposition and State Fair, their directors, officers, agents, servants, and employees are
             made additional insured, but only insofar as the operations under this contract are
             concerned."

        2.   Dates: The dates of inception and expiration of the insurance. For individual events, the
             specific event dates must be listed, along with all set-up and tear down dates.

        3.   Coverages:

             a. General Liability - Commercial General Liability coverage, on an occurrence basis, at
             least as broad as the current Insurance Service Office (ISO) policy form #CG 0001. Limits
             shall be not less than $5,000,000 per occurrence for Fairtime Carnival Rides; $3,000,000
             per occurrence for Motorized Events All Types except arena or track motorcycle racing and
             go-cart racing; $3,000,000 per occurrence for Rodeo Events all types with a paid gate and
             any Rough Stock events; $2,000,000 per occurrence for Rodeo Events All Types without a
             paid gate and with any Rough Stock events; $1,000,000 per occurrence for Rodeo Events
             All Types without any Rough Stock Events; $2,000,000 per occurrence for Interim
             Carnival Rides, Fairtime Kiddie Carnival Rides of up to 6 rides, Concerts with over 5,000
             attendees, Rave Type Events All Types, Mechanical Bulls, Extreme Attractions All Types,
             Orbitrons, Simulators, and Motorized Events of arena or track motorcycle racing and go-cart
             racing; $1,000,000 per occurrence for all other contracts for which liability insurance (and
             liquor liability, if applicable) is required.

             b. Automobile Liability - Commercial Automobile Liability coverage, on a per accident
             basis, at least as broad as the current ISO policy form # CA 0001, Symbol #1 (Any Auto)
             with limits of not less than $1,000,000 combined single limits per accident for contracts
             involving use of contractor vehicles (autos, trucks or other licensed vehicles) on fairgrounds.
             In addition to the foregoing, Contractor shall provide a certified copy of an additional
             insured endorsement to the District, Forms ISO CG 2005, 2010, 2012, 2024, showing the
             State of California, the 32nd District Agricultural Association, the OC Fair and Event
             Center, and their agents, directors, officers, servants, and employees are made additional
             insureds on Contractor’s general liability insurance policy and automobile liability policy.

             c. Workers’ Compensation - Workers’ Compensation coverage shall be maintained covering
             contractor/renter's employees, as required by law.




                                                    64
            d. Medical Malpractice - Medical Malpractice coverage with limits of not less than
            $1,000,000 per occurrence shall be maintained for contracts involving medical services.

            e. Liquor Liability - Liquor Liability coverage with limits of not less than $1,000,000 per
            occurrence shall be maintained for contracts involving the sale of alcoholic beverages.

       4.   Cancellation Notice: A statement by the insurance company that it will not cancel or reduce
            the limits or coverages of said policy or policies without giving 30 days prior written notice
            to the named certificate holder.

       5.    Certificate Holder:
             • For Individual Events Only - Fair, along with fair’s address, is listed as the certificate
            holder.
              •32nd District Agricultural Association, OC Fair & Event Center, 88 Fair Drive, Costa
             Mesa, CA 92626
             • For Master Insurance Certificates Only - California Fair Services Authority, Attn: Risk
               Management, 1776 Tribute Road, Suite 100, Sacramento, CA 95815 is listed as the
               certificate holder.

    6. Insurance Company: The company providing insurance coverage must be acceptable to the
       California Department of Insurance.

    7. Insured: The contractor/renter must be specifically listed as the Insured.

                                                   OR

    B. CFSA Special Events Program - The contractor/renter obtains liability protection through the
       California Fair Services Authority (CFSA) Special Events Program, when applicable.

                                                   OR

    C. Master Certificates - A current master certificate of insurance for the contractor/renter has been
       approved by and is on file with California Fair Services Authority (CFSA).

                                                   OR

    D. Self-Insurance - The contractor/renter is self-insured and acceptable evidence of self-insurance
       has been approved by California Fair Services Authority (CFSA).

II. General Provisions

    1. Maintenance of Coverage - The contractor/renter agrees that the commercial general liability (and
       automobile liability, workers’ compensation, medical malpractice and/or liquor liability, if
       applicable) insurance coverage herein provided for shall be in effect at all times during the term
       of this contract. In the event said insurance coverage expires or is cancelled at any time or times
       prior to or during the term of this contract, contractor/renter agrees to provide the fair, prior to
       said expiration date, a new certificate of insurance evidencing insurance coverage as provided for
       herein for not less than the remainder of the term of the contract, or for a period of not less than
       one (1) year. New certificates of insurance are subject to the approval of California Fair Services
       Authority, and contractor/renter agrees that no work or services shall be performed prior to the
       giving of such approval. In the event the contractor/renter fails to keep in effect at all times
       insurance coverage as herein provided, the fair may, in addition to any other remedies it may
       have, take any of the following actions: (1) declare a material breach by contractor/renter and



                                                    65
        terminate this contract; (2) withhold all payments due to contractor/renter until notice is received
        that such insurance coverage is in effect; and (3) obtain such insurance coverage and deduct
        premiums for same from any sums due or which become due to contractor/renter under the terms
        of this contract.

    2. Primary Coverage - The contractor/renter’s insurance coverage shall be primary and any separate
       coverage or protection available to the fair or any other additional insured shall be secondary.

    3. Contractor’s Responsibility - Nothing herein shall be construed as limiting in any way the extent
       to which contractor/renter may be held responsible for damages resulting from contractor/renter’s
       operations, acts, omissions or negligence. Insurance coverage obtained in the minimum amounts
       specified above shall not relieve contractor/renter of liability in excess of such minimum
       coverage, nor shall it preclude the fair from taking other actions available to it under contract
       documents or by law, including, but not limited to, actions pursuant to contractor/renter’s
       indemnity obligations.

    4. Certified Copies of Policies - Upon request by fair, contractor/renter shall immediately furnish a
       complete copy of any policy required hereunder, with said copy certified by the underwriter to be
       a true and correct copy of the original policy. Fairtime Carnival Ride contractors must submit
       copies of actual liability insurance policies, certified by an underwriter, to California Fair
       Services Authority (CFSA).

III. Participant Waivers

For hazardous participant events, the contractor/renter agrees to obtain a properly executed release and
waiver of liability agreement (Form required by contractor/renter’s insurance company or CFSA Release
and Waiver Form) from each participant prior to his/her participation in the events sponsored by
contractor/renter. Hazardous participant events include but are not limited to any event within the
following broad categories: Athletic Team Events; Equestrian-related Events; Motorized Events; Rodeo
Events; and Wheeled Events, including bicycle, skates, skateboard, or scooter. Contact California Fair
Services Authority at (916) 921-2213 for further information.




                                                    66
                                            SCHEDULE 4

                    STANDARD CONTRACT TERMS AND CONDITIONS

   State of California                                              Division of Fairs & Expositions

  STANDARD CONTRACT TERMS AND CONDITIONS (F-31, RENTAL AGREEMENT)

    1. National Labor Relations Board (PCC Section 10296)

Lessee, by signing this contract, does swear under penalty of perjury that no more than one final
unappealable finding of contempt of court by a Federal Court has been issued against Lessee within
the immediately preceding two-year period because of the Lessee’s failure to comply with an order
of a Federal Court which orders the Lessee to comply with an order of National Labor Relations
Board (Public Contract Code Section 10296).

    2. Non-Discrimination Clause/Statement of Compliance (GC 12990/CCR 8103-8120)

During the performance of this contract, Lessee and its subLessees 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 (cancer), age (over 40), marital status, and denial of family care leave.
Lessees and subLessees shall ensure that the evaluation and treatment of their employees and
applicants for employment are free of such discrimination and harassment. Lessees and subLessees
shall comply with the provision of the Fair Employment and Housing Act (Gov. Code Section 12900,
et seq.) and the applicable regulations promulgated thereunder (CA Code of Regulations, Title 2,
Section 7285.0, et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Gov. Code Section 12990 (a-f), set forth in Ch. 5 of Div. 4 of Title 2 of
the CA Code of Regulations are incorporated into this contract by reference and made part hereof as
if set forth in full. Lessee and its subLessees shall give written notice of their obligations under this
clause to labor organizations with which they have a collective bargaining or other agreement. The
Lessee shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under this contract.

Lessee, by signing this contract hereby certifies, unless specifically exempted, compliance with Gov.
Code Section 12990 (a-f) and CA Code of Regulations, Title 2, Div. 4, Ch. 5 in matters relating to
reporting requirements and the development, implementation and maintenance of a
Nondiscrimination Program. Prospective Lessee agrees not to 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 (cancer), age (over 40), marital status, and denial of family care leave.


    3. Amendment (GC 11010.5)

Contract modification, when allowable, may be made by formal amendment only.




                                                   67
   4. Assignment

This Agreement is not assignable by the Lessee, either in whole or in part, without the consent of the
State in the form of a formal written amendment.

   5. Governing Law

This contract is governed by and shall be interpreted in accordance with the laws of the State of
California.

   6. Conflict of Interest (PCC 10410, 10411, 10420)

Lessee needs to be aware of the following provisions regarding current or former state employees. If
Lessee has any questions on the status of any person rendering services or involved with the
Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (PCC 10410):

    1) No officer or employee shall engage in any employment, activity or enterprise from which
the officer or employee receives compensation or has a financial interest and which is sponsored or
funded by any state agency, unless the employment, activity or enterprise is required as a condition
of regular state employment.

   2) No officer or employee shall contract on his or her own behalf as an independent Lessee with
any state agency to provide goods or services.

Former State Employees (PCC 10411):

    1) For the two-year period from the date he or she left state employment, no former state officer
or employee may enter into a contract in which he or she engaged in any of the negotiations,
transactions, planning, arrangements or any part of the decision-making process relevant to the
contract while employed in any capacity by any state agency.

    2) For the twelve-month period from the date he or she left state employment, no former state
officer or employee may enter into a contract with any state agency if he or she was employed by that
state agency in a policy-making position in the same general subject area as the proposed contract
within the 12-month period prior to his or her leaving state service.
If Lessee violates any provisions of above paragraphs, such action by Lessee shall render this
Agreement void. (PCC 10420)

   7. Air or Water Pollution Violation (WC 13301)

Under the State laws, the Lessee shall not be: (1) in violation of any order or resolution not
subject to review promulgated by the State Air Resources Board or an air pollution control
district; (2) subject to cease and desist order not subject to review issued pursuant to Section
13301 of the Water Code for violation of waste discharge requirements or discharge
prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to
air or water pollution.


                                                  68
                     Board of Directors Agenda Report
                     MEETING DATE: NOV. 17, 2011 ITEM NUMBER: 9C


SUBJECT:         OCFEC Community Outreach Program

DATE:            November 14, 2011

FROM:            Steve Beazley, President & CEO

PRESENTATION BY: Steve Beazley, President & CEO
___________________________________________________________________

RECOMMENDATION

Recommended approval of the community outreach plan

BACKGROUND

November 10            2012 Operating Budget Posted

November 17            Board Meeting

November 18            Launch OCFEC Blog “Fairing Well”

December 15            Board Meeting 4-6 p.m. OCFEC Operating Budget

                       “Home Sweet Home” Community Open House in Hangar (6-8 pm)
                       •    Debut Main Mall
                       •    State of the Fair
                       •    Pacific Amphitheatre Project
                       •    Holiday Meet and Greet with Board/Staff/Community

January 8-12           Western Fairs Association Convention Anaheim/Costa Mesa

January 19             Board Meeting
(3rd Thursday)         Barrett-Jackson Multi-Year agreement


In 2012, it is recommended that quarterly community open houses are scheduled to
update the community on the happenings of the fair. The open houses will be in March,
June, September and December. These will be informational, and soliciting of community
input on specific and general fairgrounds issues.
                      Board of Directors Agenda Report
                      MEETING DATE: NOV. 17, 2011 ITEM NUMBER: 9D




SUBJECT:         Legal Services Contract

DATE:            November 14, 2011

FROM:            Steve Beazley, President & CEO

PRESENTATION BY: Steve Beazley, President & CEO
___________________________________________________________________


RECOMMENDATION

There is no recommendation for legal services contract. It is estimated that there are
ample contracted funds to sustain the remainder of the contract which expires
February 2012.
                    Board of Directors Agenda Report
                    MEETING DATE: NOV. 17, 2011 ITEM NUMBER: 9E




SUBJECT:        2012 OCFEC Operating Budget

DATE:           November 10, 2011

FROM:           Steve Beazley, President & CEO

PRESENTATION BY: Steve Beazley, President & CEO
___________________________________________________________________


RECOMMENDATION

Review and approve 2012 OCFEC Operating Budget and Capital Expenditure Plan.

BACKGROUND

See attached.
OC Fair & Event Center




  2012 Operating Budget and
   Capital Expenditure Plan
                                                  Table of Contents

Budget Overview – 2012 Proposed Operating Budget and Capital Expenditure Plan

       Executive Summary.......................................................................................................................... 4
       Monitoring Report on Board of Directors Governing Policy 2.5 (Financial
               Planning/Budgeting) ............................................................................................................ 6
       2012 Proposed Budget – Summary Table ....................................................................................... 8


Business Unit Overviews and Planning Assumptions

       Summary of 2012 Budget by Business Unit ................................................................................... 10
       Self-Produced Events Business Unit .............................................................................................. 11
       Year-Round Events Business Unit ................................................................................................. 12
       Market Place Swap Meet Business Unit ........................................................................................13
       Pacific Amphitheatre Business Unit ............................................................................................... 14
       Support Services and Outreach Business Unit .............................................................................. 15


Proposed Capital Expenditure Plan

       Master Plan Projects ...................................................................................................................... 17
       Major Maintenance/Equipment Projects.........................................................................................18


Policy Considerations for Board Approval

       Pricing Proposal: Fair Admission Pricing ...................................................................................... 20
       Pricing Proposal: Fair Parking Pricing ........................................................................................... 22
       Pricing Proposal: Fair Concession Rates ...................................................................................... 23
       Contracts Exceeding $200,000 ...................................................................................................... 24
       Out-of-State Travel ......................................................................................................................... 25


Other Information

       OC Fair & Event Center Organizational Chart ............................................................................... 27
       OC Fair & Event Center 2012 Top Line Budget ............................................................................. 29




                                                            Page 2
    OC Fair & Event Center


2012 Proposed Operating Budget
  and Capital Expenditure Plan




       Budget Overview




             Page 3
                                     Executive Summary

 Welcome to a look into the short-term future of the OC Fair & Event Center through the lens of
 the 2012 operating and capital budget. While a budget at best is a snapshot in time, the
 projections contained in the document were derived from years of past performance data and a
 professional staff with significant event center experience.

 In most revenue projections, we have used a three-year smoothing approach coupled with
 incremental revenue enhancement to produce the projections. For expenses, the goal is to only
 add expenses which can be covered by enhanced revenue or to support new programs or
 initiatives which further the organization mission statement.

 While there is no doubt that 2011 has been a profoundly extraordinary year for all of its
 challenges, successes and presence of stable instability, 2012 promises a more stability for the
 organization to do long-term planning and create a vision for the future of OCFEC. In 2012, it is
 expected that the Board and staff will work on the next five year plan which spans 2013-2018. In
 that spirit, I will submit that budget 2012 is a beginning of articulating that future.

 In performing your duty of reviewing and approving this budget, I will remind you of the
 guidelines you set for your CEO in building the budget and the job product you articulated for
 yourselves in evaluation.

 In the governing policies approved by the Board in 2008, two policies outlined the budget
 process and roles of CEO and Board. First, you described a set of policy statements the CEO
 and staff should follow when constructing the budget. The Management Limitations section,
 policy 2.5 (Financial Planning and Budgeting) states:

        Financial planning for any fiscal year or the remaining part of any fiscal year
        will not deviate materially from the Board’s Ends priorities, risk financial
        jeopardy, or fail to be derived from a multi-year plan.

        Accordingly, the CEO will not prepare, present or allow budgets that:

        1.    Risk incurring those situations or conditions described as unacceptable in
              the “Financial Conditions and Activities” Board policy.
        2.    Omit credible projection of revenues and expenses for each of the
              business units (Summer Fair, year-round events/rentals, PacAmp and
              Orange County Market Place), separation of capital and operational
              items, cash flow, and disclosure of planning assumptions.
        3.    Plan the expenditure in any fiscal year of more funds than are conservatively
              projected to be received.
        4.    Provide less for Board activities during the year than is set forth in the Cost of
              Governance policy (see policy in Governance Process).

I certify and provide data to support those policies as outlined in CEO Monitoring Report of Policy
2.5 that follows, that this submitted budget meets each of these parameters as articulated by the
Board.

Consistent with the job product of budget review the Board has articulated in its Financial
Planning & Budgeting policy, I welcome you to inspect all aspects of this budget to confirm that
certification and welcome input and discussion to further solidify that assertion. In the
Governance Process section, Policy 4.2.5 (Board Job Products), you set the following compliance
statements:

        5.    The Board will fulfill all legislative mandates, including but not limited to approving

                                              Page 4
              the annual operating budget in November of each year for submission to the
              California Department of Food and Agriculture.
              A. The CEO shall present the budget, with appropriate monitoring documentation,
                  to the Board, each year no later than November.

              B. If the Board deems that the budget plan presented is compliant with the Board’s
                  Financial Planning/Budgeting policy, the Budget will be approved, and
                  submitted to the CDFA.


The budget, along with the organizational chart and policies are the trinity of our identity. This
2012 budget is a mirror image of who we are and a compass of where we are going.


Respectfully submitted,




Dr. Steven Beazley
President & CEO




                                              Page 5
           FINANCIAL PLANNING & BUDGETING POLICY MONITORING REPORT




TO:      OCFEC Board of Directors
FR:      Steve Beazley, President & CEO
RE:      INTERNAL MONITORING REPORT – FINANCIAL PLANNING & BUDGETING

Monitoring on Policy 2.5: FINANCIAL PLANNING & BUDGETING

I hereby present my monitoring report on your Management Limitations policy 2.5 (Financial
Planning & Budgeting) in accordance with the monitoring schedule set forth in Board policy. I
certify that the information contained in this report is true.



Signed                             , President & CEO                 Date: November 9, 2011

BROADEST POLICY PROVISION: Financial planning for any fiscal year or the remaining
part of any fiscal year will not deviate materially from the Board’s Ends priorities, risk
financial jeopardy, or fail to be derived from a multi-year plan.

CEO INPRETATION: My responsibility is to ensure that financial plans for our Association
support the priorities of the Board while protecting the long-term viability of the organization. I
believe the added provisions of the policy comprehensively define this broad policy statement.
Therefore, additional interpretations and reporting data appear below.


POLICY PROVISION #1: The CEO will not prepare, present or allow budgets that risk
incurring those situations or conditions described as unacceptable in the “Financial
Condition and Activities” Board Policy.


CEO INTERPRETATION: Policy 2.3 describes unacceptable conditions that I am responsible for
preventing. These conditions relevant to financial planning include expending more funds than
are received; maintaining a liquidity requirement of 25% of annualized operating expenditures;
encumbering the organization for amounts exceeding $200,000 (with policy exception for talent
guarantees up to $300,000); and accepting revenues from sources not consistent with the
mission and values of the Association.


REPORT: The proposed 2012 budget projects a positive operating cash flow of $4.4 million and
capital expenditures of $1.0 million, resulting in a net increase of cash of $3.4 million for the year.
The plan is anticipated to meet the requirement of generating a positive cash flow.
The plan also projects that the 25% liquidity requirement will be fulfilled in 2012. It is possible that
the seasonality of cash flows may cause a temporary deviation from the liquidity requirement at
some point during the year. If this were to occur, it would be highlighted as an exception in the
applicable quarterly Financial Condition and Activities monitoring report.
The proposed 2012 budget does not provide for the borrowing of funds.
The proposed budget document includes itemization of all contracts provided for in the budget
which are expected to be above the CEO’s approval authority of $200,000.
There are no significant new revenue sources anticipated in the 2012 budget, therefore all
revenue sources continue to be consistent with the mission and values of the Association, and
with the Board’s Ends priorities.
                                               Page 6
The proposed 2012 budget does not risk incurring unacceptable situations or conditions as
described in Policy 2.3 (Financial Condition and Activities). I therefore report compliance.


POLICY PROVISION #2 The CEO will not prepare, present or allow budgets that omit
credible projection of revenues and expenses for each of the business units (Summer Fair,
year-round events/rentals, PacAmp and Orange County Market Place), separation of
capital and operational items, cash flow, and disclosure of planning assumptions.
CEO INTERPRETATION: It is my responsibility to develop and present a sound budget that
includes logical projections and planning assumptions, and to provide sufficient information to the
Board for review and approval of the proposed budget.


REPORT: The 2012 proposed budget document includes documentation of the planning
assumptions underlying each business unit’s plan for next year. Most items are budgeted to be
consistent with 2011 due to continued uncertainty in the consumer economy. Capital and
operational items are presented separately in the budget document, and a cash flow summary is
included. I therefore report compliance.


POLICY PROVISION #3 The CEO will not prepare, present or allow budgets that plan the
expenditure in any fiscal year of more funds than are conservatively projected to be
received.
CEO INTERPRETATION: For the financial well-being of the organization, and in order to build
and maintain OCFEC’s reserve funds, it is my responsibility to conservatively plan for positive
operating cash flow in the year. Conditions which were anticipated or not within OCFEC’s control
may cause situations resulting in negative operating cash flow, but those would be exceptions to
the plan.


REPORT: The proposed 2012 budget projects a positive operating cash flow of $4.4 million and
capital expenditures of $1.0 million, resulting in a net increase of cash of $3.4 million for the year.
The plan is anticipated to meet the requirement of generating a positive cash flow. I therefore
report compliance.


POLICY PROVISION #4 The CEO will not prepare, present or allow budgets that provide
less for Board activities during the year than is set forth in the Cost of Governance policy.
CEO INTERPRETATION: It is my responsibility to ensure that funds are available for the Board
to conduct its activities.


REPORT: Policy 4.8 (Governance Investment) has not been updated for 2012. The following
amounts are funded in the 2012 budget, based on recent expense trends: up to $56,500 for
board-hosted ownership linkage/outreach events; up to $4,600 for board meeting and retreat
costs; and up to $3,500 for awards, plaques and recognitions. I therefore report compliance.




                                               Page 7
                   2012 Proposed Budget Summary
                                    ($ in millions)


            Business Unit                              2012 Budget
            Self-Produced Events *
                Revenue                                       19.6
                Expense                                       12.3
                Net Contribution                               7.3
            Year-Round Events
                Revenue                                        4.2
                Expense                                        2.3
                Net Contribution                               1.9
            Market Place
                Revenue                                        2.0
                Expense                                        0.0
                Net Contribution                               2.0
            Pacific Amphitheatre
                Revenue                                        5.8
                Expense                                        4.5
                Net Contribution                               1.3
            Support Services/Outreach
                Revenue                                        0.1
                Expense                                        8.2
                Net Contribution                              -8.1


            2012 Budget Summary
            Revenue                                           31.7
            Expense                                           27.3
            Cash from Operations                               4.4




            2012 Projected Beginning Cash Position            17.4
            Plus Budgeted Cash from Operations                 4.4
            Plus RCS Unrestricted Capital Investment           0.3
            Less Major Maintenance/Equip/Projects             -1.0
            Less Master Plan/Special Projects                 -5.1
            2012 Projected Ending Cash Position               16.0


            Liquidity Requirement (25% of Expense)             6.8
            Restricted Capital - RCS (Carnival)                0.7
            Total Restricted Cash                              7.5


            Total Cash Available for Investment                8.5



* Self-Produced Events include Fair, Youth Expo and New Year’s Eve Block Party



                                       Page 8
  OC Fair & Event Center


  2012 Proposed Budget




Business Unit Overviews and
   Planning Assumptions




            Page 9
                       Summary of 2012 Budget by Business Unit
                                       ($ in millions)




                                2009 Actual     2010 Actual     2011 Budget   2011 Forecast   2012 Budget
Self-Produced Events
   Revenue                             16.0              17.5          18.4            21.4          19.6
   Expense                             11.5              11.6          12.0            11.8          12.3
   Net Contribution                     4.4               5.9           6.5             9.6           7.3
Year-Round Events
   Revenue                              4.2               4.0           4.1             4.2           4.2
   Expense                              2.3               2.1           2.1             2.2           2.3
   Net Contribution                     1.9               1.9           2.0             2.0           1.9
Market Place
   Revenue                              2.3               1.8           2.0             2.0           2.0
   Expense                              0.0               0.1           0.0             0.1           0.0
   Net Contribution                     2.3               1.7           2.0             1.9           2.0
Pacific Amphitheatre
   Revenue                              5.6               5.6           5.5             6.2           5.8
   Expense                              4.9               4.3           4.4             4.3           4.5
   Net Contribution                     0.6               1.3           1.1             1.9           1.3
Support Services/Outreach
   Revenue                              0.4               0.2           0.1             0.1           0.1
   Expense                              7.3               7.4           7.4             7.5           8.2
   Net Contribution                    -6.9              -7.3          -7.2            -7.4          -8.1


2012 Budget Summary
   Revenue                             28.4              29.1          30.2            34.0          31.7
   Expense                             26.1              25.5          25.8            25.9          27.3
   Net Contribution                     2.3               3.5           4.4             8.1           4.4




                                         Page 10
                   Self-Produced Events (Fair) Business Unit Overview
                                          ($ in millions)




Self-Produced Events               2009 Actual     2010 Actual     2011 Budget   2011 Forecast   2012 Budget
Revenue
    Admissions                             5.8               6.3           6.9             7.9           7.3
    Carnival                               1.8               1.9           1.9             2.5           2.4
    Commercial Space                       1.7               1.4           1.4             1.7           1.6
    Concessions                            3.9               4.3           4.3             5.6           4.7
    Other Revenue                          0.6               1.0           1.1             0.9           0.8
    Parking                                1.2               1.6           1.7             1.7           1.8
    Sponsorships                           0.8               0.9           1.2             1.0           0.9
Total Self-Produced Revenue               16.0              17.5          18.4            21.4          19.6


Expense
    Labor                                  4.3               4.1           4.3             4.1           4.4
    Non-Labor                              7.2               7.5           7.7             7.7           7.9
Total Self-Produced Expense               11.5              11.6          12.0            11.8          12.3


Net Contribution                           4.4               5.9           6.5             9.6           7.3



The Self-Produced Events (formerly “Fair”) Business Unit is responsible for planning and
coordinating the presentation of OCFEC-produced events, including the annual Summer Fair,
Youth Expo, and the New Year’s Eve Block Party. Key staff positions included in this unit
include: Vice President, Operations; Director, Entertainment; Director, Community Relations;
Director, Marketing; Director, Communications, and Director, Creative.


Significant 2012 Planning Assumptions

  As a baseline, attendance and all revenue streams are projected using the 3-year average of
  2009 through 2011 history. Incremental revenue is anticipated in the areas of Admissions,
  Carnival, Concessions, and Parking as a result of proposed price increases. 2012 Fair
  attendance is projected at 1.2 million.


Pricing Proposal

The following pricing proposal has been incorporated into the 2012 budget. Detailed information
is included in the “Policy Considerations for Board Approval” section of this document (see page
19).

   (1) Fair – Set Adult General Admission Price at $12, an increase of $1 over 2011 (per 5 Year
       Business Plan).
   (2) Fair – Establish Youth/Senior General Admission Price at $8.
   (3) Fair – Increase General Parking fee $1 to $8 per space. Eliminate Preferred Parking.
   (4) Fair – Increase VIP Parking to $30 per space / $35 for significant events.
   (5) Fair – Increase Concession Rate 1% to 24%.




                                            Page 11
                           Year-Round Events Business Unit Overview
                                            ($ in millions)


Year-Round Events                    2009 Actual     2010 Actual    2011 Budget   2011 Forecast   2012 Budget
Revenue
    Rental of Facilities                     1.1              1.2           1.1             1.1           1.1
    Personnel Services                       0.9              0.7           0.7             0.8           0.8
    Concessions                              0.7              0.7           0.7             0.7           0.7
    Equipment Rentals                        0.4              0.4           0.4             0.3           0.4
    Admissions/Parking                       1.0              1.0           1.1             1.1           1.0
    Other Revenue                            0.1              0.1           0.1             0.2           0.1
Total Year-Round Events Revenue              4.2              4.0           4.1             4.2           4.2


Expense
    Labor                                    1.7              1.6           1.6             1.6           1.7
    Non-Labor                                0.6              0.6           0.5             0.6           0.6
Total Year-Round Events Expense              2.3              2.1           2.1             2.2           2.3


Net Contribution                             1.9              1.9           2.0             2.0           1.9


The Events Business Unit is responsible for booking, coordinating, and supporting all aspects of
rental events at the OCFEC facility. The key staff position included in this unit is the Vice
President, Events.


Significant 2012 Planning Assumptions

  2012 projected revenues and expenses are generally budgeted consistent with 2011.


Pricing Proposals

There are no pricing changes planned for 2012.




                                              Page 12
                   Market Place Swap Meet Business Unit Overview
                                         ($ in millions)


Market Place                      2009 Actual     2010 Actual    2011 Budget   2011 Forecast   2012 Budget
Revenue                                   2.3              1.8           2.0             2.0           2.0
Expense                                   0.0              0.1           0.0             0.1           0.0


Net Contribution                          2.3              1.7           2.0             1.9           2.0


The Market Place Business Unit is used to track and plan OCFEC’s rental revenue and any
related expenses from the OC Market Place operated by Tel Phil Enterprises, Inc. No OCFEC
staff are attributed to this unit.


Significant 2012 Planning Assumptions

  2012 revenue has been projected at the contractual minimum rent of $2.0 million.




                                           Page 13
                    Pacific Amphitheatre Business Unit Overview
                                           ($ in millions)


Pacific Amphitheatre                2009 Actual     2010 Actual    2011 Budget   2011 Forecast   2012 Budget
Revenue
    Ticket Sales                            4.3              4.0           4.0             4.5           4.3
    Facility Fee                            0.6              0.7           0.6             0.8           0.7
    Concessions                             0.3              0.4           0.3             0.4           0.4
    Parking                                 0.2              0.4           0.4             0.4           0.3
    Sponsorship                             0.0              0.1           0.1             0.1           0.1
    Other Revenue                           0.1              0.0           0.0             0.1           0.1
Total Pac Amphitheatre Revenue              5.6              5.6           5.5             6.2           5.8


Expense
    Labor                                   0.2              0.2           0.2             0.1           0.2
    Non-Labor                               4.8              4.2           4.2             4.2           4.3
Total Pac Amphitheatre Expense              4.9              4.3           4.4             4.3           4.5


Net Contribution                            0.6              1.3           1.1             1.9           1.3


The Pacific Amphitheatre Business Unit represents the revenue and expenses for events
including Fair concerts, non-Fair concerts, and facility rentals such as graduations. No full-time
OCFEC staff are attributed to this unit.


Significant 2012 Planning Assumptions

  The same approach, plan, process and assumptions used in 2011 will be applied to 2012.
  The Pacific Amphitheatre program will again be designed with an emphasis on offering one
    option among many choices for the fairgoer. Timing of shows will be coordinated with other
    timed fair attractions. Compatible programming on other stages will be explored.
  The standard performance template will focus on single-act shows of 75-90 minutes in
    duration, targeting about 5,500 paid attendees at a price point of $25-$35 dollars. Talent
    guarantees will be targeted in the $75,000 - $125,000 range.
  “Premier” shows, of longer duration and higher talent guarantees and ticket prices, will be
    considered for 6-8 shows based on individual pro forma proposals.
  Promotions such as quantity discounts, mini-subscriptions, and possible “free with fair
    admission” opportunities will be explored.
  Sponsorship opportunities will be actively pursued.




                                             Page 14
               Support Services and Outreach Business Unit Overview
                                            ($ in millions)


Support Services                    2009 Actual      2010 Actual     2011 Budget   2011 Forecast    2012 Budget
Revenue
    Interest                                0.2               0.1            0.0             0.1            0.0
    Equestrian Center Rental                0.1               0.1            0.0             0.1            0.1
    Other Revenue                           0.1               0.0            0.1             0.0            0.0
Total Support Services Revenue              0.4               0.2            0.1             0.1            0.1


Expense
    Labor                                   4.2               4.5            4.6             4.5            5.3
    Non-Labor                               3.1               2.9            2.8             3.0            2.9
Total Support Services Expense              7.3               7.4            7.4             7.5            8.2


Net Contribution                            -6.9              -7.3          -7.2            -7.4           -8.1


The Support Services and Outreach Business Unit is responsible for general administration and
maintenance of the OCFEC facility, as well as agricultural education outreach programs. Key
staff positions included in this unit include: President/CEO; CFO; Director, Human Resources;
Director, Finance; and Director, Facilities. The Human Resources, Accounting,
Purchasing/Contracts, Security/Safety, Operations, Facilities, Technology, and Centennial Farm
departments are included in this unit, along with the Equestrian Center.


Significant 2012 Planning Assumptions

  Overall payroll/related expenses are planned to increase by $800k in 2012; $200k
    attributable to the filling of previously vacant positions, $485k for seven full-time positions to
    be filled, and $115k for the addition of three part-time/seasonal positions. Additional Full-
    time Staff positions planned are: Mechanic, Painter, Maintenance Supervisor, Exhibits
    Representative, Business Systems Analyst, Contracts Analyst, and Sr. Financial Analyst.
    Part-Time additions will be in the area of HR for recruitment and management of hiring of
    Fair Staff, Public Relations for the facilitation of community outreach, and Administration for
    the development of cost and schedule plans by project.
  Planned 2012 expenditures for agricultural education outreach programs total $800k.




                                             Page 15
OC Fair & Event Center


2012 Proposed Budget




  Proposed Capital
  Expenditure Plan




         Page 16
                                  Master Plan Projects


The 2012 capital expenditure plan includes investment in two Master Plan projects for which
expenditures have been approved by the Board: Main Mall Renovation (total $3.5M, $1.0M in
2011 and $2.5M anticipated in 2012) and Pacific Amphitheatre (total $4.5M, $2.5M anticipated in
2012 and $2.0M anticipated in 2013).




                                           Page 17
                       Major Maintenance/Equipment Projects

Through its business planning process, OCFEC has adopted an annual commitment to fund
recurring maintenance projects in order to continuously cycle improvements to parking lots,
restrooms, buildings, and the replacement of equipment. For 2012 the currently prioritized
utilization of these funds are listed below. Throughout the year, as conditions change, some of
these projects may be postponed and other projects may be substituted in.


                                                                 Budget
                         Capital Equipment 
                         Utility and passenger carts             48,000
                         Ticket booths                           24,000
                         Fork lift                               40,000
                         Storage racks                           26,000
                         Electrical equipment                    15,000
                         Exhibit equipment                       50,000
                         Enviro valve                            18,000
                         Drapes, Building 18                     20,000
                         Total Capital Equipment                241,000
                         Capital Projects
                         Asphalt repair                          120,000
                         Paint interior bldg .10                  20,000
                         Paint Millennium Barn                    40,000
                         Automated door locks                     15,000
                         Building signage                         40,000
                         Fiber upgrade                            20,000
                         Public address system                    15,000
                         Surveillance system                      15,000
                         Bird abatement, Centennial Farm           9,000
                         Maint yard enclosure                     11,000
                         Replace Bldg 10 doors                    30,000
                         Bldg 12 doors                            15,000
                         Court yard improvements                  78,000
                         EQC wash rack cover                      10,000
                         Bldg 14 roof repair                      39,000
                         Main line valve replacement              34,000
                         Gate 1 landscape renovation              45,000
                         Parking sales structure                 113,000
                         Electrical upgrades                      20,000
                         Gate 7 remodel                           70,000
                         Total Capital Projects                  759,000
                         Total Capital                         1,000,000




                                           Page 18
 OC Fair & Event Center


 2012 Proposed Budget




Policy Considerations for
     Board Approval




          Page 19
                              Pricing Proposal: Fair Admission Pricing


RECOMMENDATION
Increase Adult gate admission price by $1 beginning in 2012 and combine Child and Senior
admission to one type “Youth/Senior” at a price of $8.

                                                      2011 Single Ticket      2012 Single Ticket 
                                                        Admission Price        Admission Price
                              Adult                                  $11                     $12
                              Youth/Senior          $6 Youth / $8 Senior                      $8



BACKGROUND
In June 2007, the Board approved a 5 year business plan for 2008-2012, with the Fair Business
Unit portion of the plan to include a series of four $1 Adult and two $1 Senior and Child increases
over the term of the plan. Three Adult and one Senior/Child increases have been implemented
through 2011.


ANALYSIS
Ticket Types: The OC Fair has historically presented three ticket types for purchase: Adult,
Senior, Youth. A review of four popular attractions in Southern California revealed the use of two
types as standard, offering either Adult and Youth tickets or Adult and Youth/Senior tickets. The
types and applicable ages for each are reflected below.

                                      2011 Paid Gate 
Ticket Type        OC Fair 2011           Admission       Disneyland         Sea World             Legoland              Knott's           Proposed
Adult             13 through 59              463,620              10+               10+       13 through 59       12 through 61        13 through 59
Senior                      60+               35,000              n/a               n/a                 n/a                 n/a                 n/a
Junior/Senior               n/a                  n/a              n/a               n/a   3 through 12/60+    3 through 11/62+     6 through 12/60+
Youth              6 through 12               66,000      3 through 9       3 through 9                 n/a                 n/a                 n/a


Ticket Pricing: An increase of $1 in the Adult General Admission price per the 5 Year Business
Plan results in a price point lower than the two other major Southern California Fairs (LA County
and San Diego) which ranged from $13-$17 in 2011.

In determining the recommendation for the Youth/Senior ticket price, an analysis was performed
on the relationship of Youth/Senior admission tickets to Adult admission tickets at the same four
popular attractions in Southern California. The discount offered to Youths and Seniors ranged
from 7% to 47% and averaged 20%. The discount proposed to OC Fair Youth/Senior attendees
is 33%.

                                      2011 Paid Gate 
Ticket Type          OC Fair 2011         Admission       Disneyland        Sea World            Legoland               Knott's           Proposed
Adult                           11           463,620           80.00            69.99               69.00                46.99                   12
Senior                           8            35,000             n/a              n/a                 n/a                  n/a                  n/a
Junior/Senior                                    n/a             n/a              n/a               59.00                24.99                    8
Youth                            6            66,000           74.00            61.99                 n/a                  n/a                  n/a
Discount        S ‐ 27% / Y ‐ 45%                                 8%             11%                 14%                  47%                  33%




                                                          Page 20
Additionally, to further validate the proposed pricing for 2012, the full price admission charge for
the top ten fairs in the United States was evaluated:

                      Fair                                   Adult     Senior   Child
                       1. State Fair of Texas                  16          12      12
                       2. Houston Livestock Show                 7                  4
                       3. Minnesota State Fair                 12         10       10
                       4a. LA County Fair ‐ Weekdays           13          9        7
                       4b. LA County Fair ‐ Weekends           17         14       12
                       5. San Antonio Stock Show                 7         5        3
                       6. San Diego County Fair                13          7        7
                       7. Eastern States Exposition            15                  10
                       8. OC Fair                              11          8        6
                       9. Western Washington Fair              11          9        9
                       10. Iowa State Fair                     10                   4
                         Average                               12          9        8


Fairgoers will continue to have the opportunity to obtain free or lower entrance pricing through a
robust gate promotions program. 2012 promotions include:

        Opening Day      Free First Hour          Free admission and parking
        Full Run         Super Pass               Presale $25 Adult / $15 Youth/Senior thru March
                                                  Presale $30 Adult / $20 Youth/Senior April-May
                                                  $35 Adult / $25 Youth/Senior June-Aug
        Wednesdays       We Care Wednesdays       Free with donation
        Thursdays        Kids’ Days               Free all day (12 and under)
        Fridays          Seniors’ Days            $2 discount
        Sat/Sun          Rise and Shine (10-Noon) $2 entry


Kids can get in free or for a donation on 9 of the 23 days of Fair while Adults and Seniors can get
in free or for a donation on 5 days.


FINANCIAL IMPACT
It is estimated that an increase of $1 for Adult Admission would result in estimated additional
revenue of $465k and the net revenue impact for the Youth/Senior admission price would result in
estimated additional revenue of $130k, for total incremental revenue of $595k.




                                               Page 21
                           Pricing Proposal: Fair Parking Pricing

RECOMMENDATION
Increase parking fee $1 from $7 per space to $8. Eliminate Preferred Parking during Fair.
Increase VIP (Pacific Amphitheatre) Parking to $30 per space / $35 for significant events.

BACKGROUND
A $2 price increase for Fair General Parking was taken in 2010 resulting in a parking fee of $7
per space. No additional increase was anticipated in the 5 Year Business Plan.

ANALYSIS
General Parking: a review of parking space fees for local venues and popular Southern
California attractions indicate a standard minimum charge of $10 per space, $3 above OC Fair’s
2011 pricing of $7 per space. Opportunity exists to increase the fee up to $10 but Staff
recommends a slower approach to achieving that price point by increasing $1 in 2012 and $2 in
2013.

Angel Stadium           $10 game day, $20 > 20 feet
Honda Center            Concerts ‐> $20 general/$25 preferred; Ducks‐Family‐Sports ‐> $15 general/$25 preferred
Knotts                  $14 general, $20 RV/Bus
Disneyland              $15 cars & motorcycles, $20 oversized w/o trailers, $25 buses & tractors w/oversized trailers
Seaworld                $14 cars, $19 RVs‐campers, $10 motorcycle, $19 preferred
Del Mar Fair            $10 cars & motorcycles, $15 RV‐motor home, $15 preferred (no motor homes)
LA County Fair          $10 and up
Huntington City Beach   $15 per occupied space
Balboa/CDM Beach        $15 per occupied space, $7.50 motorcycle, $25 peak holidays (Memorial, Independence, Labor)

Preferred Parking: it is recommended that Preferred Parking be discontinued due to relatively
low sales (480 spaces versus 11,800 General Parking average per day) and the operational
efforts required to support it.

VIP Parking: a review of parking lot turnover experience for 2011 and 2010 revealed an average
turn of 1.8 cars per space. In 2011, the turnover rate ranged between 1.48 and 2.23. Through
evaluation of the daily performance of the VIP lot during the 2011 Fair, it was derived that
incremental revenue obtained from VIP Parking was approximately $11k before costs (estimated
at approximately $450 per day). Effectively, the OC Fair broke even on net income from offering
and managing VIP Parking compared to simply providing General Parking. The minimum price
required to ensure at least $500 net income for each day of the Fair is $30 per space. There are
some nights/concerts that will attract larger numbers of guests who would be interested in VIP
Parking and for those nights, Staff would like the authority to set pricing at $35 per space when
approved by the CFO.

FINANCIAL IMPACT
It is estimated a $1 increase in the Fair parking fee would result in incremental revenue of
approximately $260k. The estimated loss of revenue from discontinuation of Preferred Parking
would be $48k. VIP Parking incremental revenue is estimated at $43k.

Total incremental revenue anticipated = $254k




                                                  Page 22
                      Pricing Proposal: Fair Concession Rate

RECOMMENDATION
Increase concession rate from 23% to 24% for F&B (excluding alcohol) and discontinue charging
concessionaires separately for electricity.

ANALYSIS
San Diego Fair and LA County Fair charged 25% and 26% respectively in 2011 including
electrical usage. This proposed change will bring consistency with the business practices of
other fairs our concessionaires support. A 1% step results in a rate below market but provides
opportunity for further analysis and potential growth in the future.

FINANCIAL IMPACT
It is estimated a 1% increase in the concessionaire rental rate would result in incremental
revenue of approximately $124k. The revenue would be offset by approximately $70k in
electrical usage which the Fair would now absorb. Net impact is $54k incremental to the bottom
line.




                                           Page 23
                            Contracts Exceeding $200,000

By policy of the Board, the President/CEO is expressly authorized to approve and execute any
contract up to $200,000. The following contracts encumbering over $200,000 in 2012 are
included in the 2012 operating budget and unless materially modified are considered to be
approved by the Board via the budget process, and may be executed by the President/CEO:


Contractor (Service)                           Term                     2012 Encumbrance
Classic Tents (Drapery, Tent & Furniture       01/01/09 – 12/31/11      Not to exceed $250,000
Rental)                                        with 3 1-year options
                                               to renew
Costa Mesa Police Department (Traffic          07/13/12 – 08/12/12      Not to exceed $400,000
Management Services - Fair)
County of Orange (Law Enforcement              07/13/12 – 08/12/12      Not to exceed $450,000
Services – Fair)
County of Orange (Law Enforcement              07/01/12 – 06/30/13      Not to exceed $350,000
Services – Interim)
Lopez Works (Parking Lot Sweeping              2nd option year (of 3)   Not to exceed $373,225
Services)
Lopez Works (Waste Collection Services)        2nd option year (of 3)   Not to exceed $293,408
Commercial Cleaning Systems                    2nd option year (of 3)   Not to exceed $320,000
(Supplemental Building & Venue Attendant
Services)
Southern California Sound Image (Pacific       3rd option year (of 3)   Not to exceed $245,000
Amphitheatre Sound)
Southern California Sound Image (Hangar &      2nd option year (of 3)   Not to exceed $235,000
Grandstand Arena Sound)
Vendor To Be Determined (Interim & Fair        01/01/12 – 12/31/13      Estimated - not to
Time Shuttle Services)                         with possible 1-year     exceed $300,000
                                               options to renew


Entertainment Contracts Exceeding $200,000

During 2009, the Board adopted policy to authorize the President/CEO to approve and execute
entertainment contracts up to $300,000. All such agreements will be reviewed and approved by
the President/CEO and at least one staff vice president.

Entertainment contracts exceeding $300,000 will be approved by the full board.




                                           Page 24
                                     Out-of-State Travel

The State considers it to be in its best interest to encourage employee travel to occur within the
state when possible. There are several criteria for approval of out-of-state travel plans. The
criteria relevant to OCFEC’s operations are:

Survey – An on-the-spot review and evaluation of an operation/function to improve/initiate a
similar operation/function performed by OCFEC staff.

Training – Upgrading specific employee skills to meet job requirements. The need must be
urgent and not reasonably available within the State.

Conferences and Meetings – Attendance at conferences and meetings with topics directly
concerning normal departmental activities.

The 2012 operating budget includes $38k for employee and Board member travel. Much of this
amount is planned to be expended within the state of California, but out-of-state travel will
sometimes be necessary based on the criteria above.

Provided that the overall travel budget has not been exceeded, out-of-state travel to any of the
following are considered to be approved by the Board via the budget process. Any out-of-state
trips which do not meet the state guidelines will be individually approved by the Board.


2012 OCFEC Travel Plan – Potential Staff Travel Expenditures

Survey
Arizona State Fair (Phoenix, AZ)
Pima County Fair (Tucson, AZ)
Houston Livestock Show & Rodeo (Houston, TX)
State Fair of Texas (Dallas, TX)
Western Washington Fair (Puyallup, WA)
Other member fairs of the Western Fairs Association
Barrett-Jackson auction events in Scottsdale, AZ; West Palm Beach, FL; and/or Las Vegas, NV

Training
IAAM Public Assembly Facility Management School (Wheeling, West Virginia)
IAAM Academy of Venue Safety & Security
nQativ (business system software) Users’ Group (location varies, recently in Las Vegas)
EBMS (event management software) Users’ Group (generally in St. Louis)

Conferences and Meetings
Western Fairs Association Convention (Reno, NV)
IAFE (International Association of Fairs & Expositions) Spring Management Conference
IAFE Annual Convention (Las Vegas)
IAAM Conferences and Conventions
IAAPA (International Association of Amusement Parks and Attractions) Convention
IEG Sponsorship Seminars and Conferences
NACS (National Association of Consumer Shows) Convention
Social Media for Public Relations and Corporate Communications Conference (Las Vegas, NV)
South by Southwest (Public Relations, Social Media, Talent/Entertainment) Conference (Austin,
TX)




                                             Page 25
OC Fair & Event Center


2012 Proposed Budget




  Other Information




         Page 26
                   OC Fair & Event Center Organizational Chart

The current OCFEC organizational chart is provided on the following page for your reference.




                                           Page 27
                                                                                                                                                       OC Fair & Event Center
                                                                                                                                                        Organizational Chart


                                                                                                                                                                Steve Beazley
                                                                                                                                                               President & CEO



                                                                                                                                                                                             Jeff Willson
                                                                                                                                                                                          Executive Assistant




                             Doug Lofstrom                                                                                               Sharon Augenstein                                                                                                                        Jerome Hoban
                         Vice President, Events                                                                                 Vice President, Finance/Administration                                                                                                      Vice President, Operations




       Howard Sandler                         Jerry Eldridge                   Margaret Roche                    Robin Wachner                                  Dan Gaines                              Bianca Kulback                      Joan Hamill                         Ruby Lau                     Jason Jacobsen
       Events Director                       Facilities Director               Finance Director               Communications Director                      Entertainment Director                   Human Resources Director          Community Relations Director           Marketing Director              Creative Director




                                                     Jeff Davis                      Love Hertel                          Media Relations                         Martha Cavazos                                                                 Rachelle Weir                   Advertising/Media Buying        Rob Castagnoli
      Linda Keasberry                                                                                               Employee Communications                                                                        Training                                                      Corporate Sponsorships
                                             Maint. Operations Manager          Admissions Supervisor                                                           Box Office Supervisor                                                           Exhibit Supervisor                                            Technology Supervisor
                                                                                                                 Public Relations/Public Information                                                        Leadership Development                                                   Branding/Image
  Event Services Supervisor
                                                                                                                                                                                                              Employee Relations
                                                                                                                                                                                                            Organizational Planning
                                                  Vince Staskewicz                                                                                          Pacific Amphitheatre Entertainment                                                      Evy Young                                                   Johanna Svensson
        Nick Buffa                                                                                                                                                  Arena Entertainment
                                          Project Development Supervisor        Admissions Sales                                                                                                                                         Agriculture Education Supervisor                                   Creative Services Supervisor
                                                                                                                                                                  Grounds Entertainment
 Guest Relations Supervisor                                                     Gate Operations
                                                                                Parking Sales

                                                    Janice Foster
                                           Facility Operations Supervisor           Kristen Mason
                                                                            Purchasing/Contracts Supervisor
     Guest Services
      Receptionists
   Information Booths
                                                                                    Kathlyn Keife
                                                                                Accounting Supervisor
      Javier Alcantar
Event Operations Supervisor


         Jack Quinn
Parking Operations Supervisor




                                                                                                                                                                           Page 28
 OC Fair & Event Center 2012 Top Line Budget

                                                                                                       2012 Growth 2012 Growth
                                    2012            2012        2012      % of Total   2011 Budget      Over 2012   Over 2012
 Budget Category                    Base        Incremental    Budget     Expense         Total         Budget - $  Budget - %
 TOTAL REVENUE                     30,593,226      1,149,391   31,742,617       -        30,097,301      1,645,316           5%


 LABOR EXPENSE
 5010 Salaries/Wages - Permanent    4,550,410       350,817     4,901,227       18%       4,396,164        505,062         10%
 5011 Salaries/Wages - Overtime       105,000           -         105,000        0%          98,178          6,822          6%
 5012 Payroll Taxes - FT              356,139        26,837       382,976        1%         393,230        (10,254)        -3%
 5013 Employee Benefits - FT          907,805        68,409       976,214        4%       1,652,659       (676,445)       -69%
 5014 PERS - FT                       846,121        63,761       909,882        3%             -          909,882        100%
 5015 Worker's Comp - FT              450,000           -         450,000        2%         474,100        (24,100)        -5%
 5016 Unemployment Ins - FT            35,000           -          35,000        0%          65,000        (30,000)       -86%
 5017 Compensated Abs - FT             40,000           -          40,000        0%          40,000            -            0%
 5018 Employee Relations                  -             -             -          0%             -              -            0%
 TOTAL FULL TIME LABOR              7,290,475       509,824     7,800,299       29%       7,119,331        680,968          9%
 5020 Wages - Temporary             1,250,000            -      1,250,000        5%       3,417,336     (2,167,336)      -173%
 5021 Wages - Overtime - PT             8,000            -          8,000        0%             -            8,000        100%
 5022 Payroll Taxes - PT                4,500            -          4,500        0%             -            4,500        100%
 5023 Employee Benefits - PT              -              -            -          0%             -              -            0%
 5024 PERS - PT                         6,000            -          6,000        0%             -            6,000        100%
 5025 Worker's Comp - PT                  -              -            -          0%             -              -            0%
 5026 Unemployment Ins. - PT              -              -            -          0%             -              -            0%
 5027 Compensated Abs - PT                -              -            -          0%             -              -            0%
 TOTAL TEMP YEAR ROUND LABOR        1,268,500            -      1,268,500        5%       3,417,336     (2,148,836)      -169%
 5030 Wages-Fair-Temporary          2,350,000       143,840     2,493,840        9%             -        2,493,840        100%
 5031 Overtime-Fair-Temporary           1,300           -           1,300        0%             -            1,300        100%
 5032 Payroll Taxes - Fair             36,000           -          36,000        0%             -           36,000        100%
 5034 PERS - Fair                       2,700           -           2,700        0%             -            2,700        100%
 5035 Worker's Comp - Fair              5,000           -           5,000        0%             -            5,000        100%
 5036 Unemployment Ins. - Fair            -             -             -          0%             -              -            0%
 TOTAL TEMP FAIR LABOR              2,395,000       143,840     2,538,840        9%             -        2,538,840        100%
 TOTAL TEMP LABOR                   3,663,500       143,840     3,807,340       14%       3,417,336        390,004         10%

 TOTAL LABOR EXPENSE               10,953,975       653,664    11,607,639       42%      10,536,667      1,070,972           9%

 NON-LABOR EXPENSE
 5040 Employee Travel                  36,690         1,101        37,791        0%          53,507        (15,716)       -42%
 5045 Employee Training                30,081           902        30,984        0%          52,669        (21,685)       -70%
 5046 Employee Relations                6,904           207         7,111        0%           9,300         (2,189)       -31%
 5050 Recruiting Expense                1,475            44         1,519        0%           1,920           (401)       -26%
 5060 Labor Offset - Capital              -             -             -          0%         (55,000)        55,000          0%
 5061 Labor Offset-Events                 -             -             -          0%          (5,300)         5,300          0%
 5100 Professional Services         2,570,587        77,118     2,647,704       10%       2,891,487       (243,782)        -9%
 5101 Orange County Sheriff            62,366         1,871        64,237        0%          51,000         13,237         21%
 5102 Costa Mesa PD                    21,233           637        21,870        0%          15,000          6,870         31%
 5105 Contractor Travel Expense        18,270           548        18,819        0%          10,850          7,969         42%
 5110 Legal Services                  211,217           -         211,217        1%         151,710         59,507         28%
 5115 Audit Services                      253             8           261        0%           3,500         (3,239)     -1243%
 5120 Web Development Services         44,092         1,323        45,414        0%          55,725        (10,311)       -23%
 5125 Media Services                   24,926           748        25,673        0%          30,000         (4,327)       -17%
 5140 Judging Services                 20,664           620        21,284        0%          19,000          2,284         11%
 5150 Directors Expense                 3,345           100         3,445        0%           3,500            (55)        -2%
 5155 Directors Meeting Expense         4,453           134         4,587        0%           6,000         (1,413)       -31%
 5190 Insurance Expense               234,394         7,032       241,426        1%         220,150         21,276          9%
 5200 Supplies                        396,062        11,882       407,944        1%         339,086         68,858         17%



11/10/2011  3:49 PM                                      Page 29                                                         Page 1 of 3
 OC Fair & Event Center 2012 Top Line Budget

                                                                                                                 2012 Growth 2012 Growth
                                            2012            2012          2012       % of Total   2011 Budget     Over 2012   Over 2012
 Budget Category                            Base        Incremental      Budget      Expense         Total        Budget - $  Budget - %
 5201   Signs/Banners - Fair                   74,155         2,225         76,380          0%          85,758       (9,378)       -12%
 5202   Decorations/Signage                    53,414         1,602         55,016          0%          78,368      (23,352)       -42%
 5205   Small Equipment                        72,032         2,161         74,193          0%          43,696       30,497         41%
 5207   Audio Visual                            9,744           292         10,036          0%           7,000        3,036         30%
 5208   Software                               14,506           435         14,941          0%          16,244       (1,303)        -9%
 5209   Computer Hardware Expense              18,635           559         19,194          0%          28,531       (9,337)       -49%
 5215   Tickets                                61,580         1,847         63,427          0%          49,301       14,126         22%
 5220   Equipment Rental                    1,738,472        52,154      1,790,626          7%       1,575,523      215,103         12%
 5230   Equipment - Maintenance & Supplie      95,435         2,863         98,298          0%          87,858       10,440         11%
 5235   Equipment - Gas & Oil                 103,633         3,109        106,742          0%          97,500        9,242          9%
 5240   Uniform Expense                        47,865         1,436         49,301          0%          57,374       (8,073)       -16%
 5245   Laundry Expense                         2,993            90          3,083          0%           2,223          860         28%
 5270   Telephone Expense                      82,089         2,463         84,552          0%          99,951      (15,399)       -18%
 5272   Data Access                            51,105         1,533         52,638          0%          44,660        7,978         15%
 5279   Color Copy Expense                        112             3            115          0%             510         (395)      -344%
 5280   Postage                                23,342           700         24,042          0%          22,683        1,359          6%
 5300   Buildings & Grounds Supply            139,727         4,192        143,919          1%         216,543      (72,624)       -50%
 5301   Repairs-Facility Doors                 13,327           400         13,726          0%          17,484       (3,758)       -27%
 5302   AC/Heater Systems                      51,585         1,548         53,132          0%          53,000          132          0%
 5303   Pest Control                           12,216           366         12,582          0%          14,390       (1,808)       -14%
 5304   Facility Safety Systems                12,979           389         13,369          0%          16,570       (3,201)       -24%
 5305   Contracted Landscape Maintenance       53,613         1,608         55,221          0%          54,000        1,221          2%
 5306   Recycling                               2,308            69          2,377          0%           1,510          867         36%
 5310   Trash Removal                          99,319         2,980        102,298          0%         103,832       (1,534)        -1%
 5311   Sewer Assessment                       31,281         4,799         36,080          0%          28,999        7,081         20%
 5312   Parking Lot Sweeping                  127,496         3,825        131,321          0%         111,750       19,571         15%
 5313   Outside Janitorial                    294,760         8,843        303,603          1%         236,475       67,128         22%
 5314   Outside Trash Removal                 363,015        10,890        373,905          1%         318,150       55,755         15%
 5320   Utilities - Electricity               791,854        23,756        815,610          3%         765,734       49,876          6%
 5322   Utilities - Gas                         9,336           280          9,616          0%          13,329       (3,713)       -39%
 5324   Utilities - Water                     171,420         5,143        176,563          1%         127,016       49,547         28%
 5330   Special Repairs                         1,000            30          1,030          0%           3,000       (1,970)      -191%
 5331   Special Repairs - Electrical           74,776         2,243         77,020          0%          83,500       (6,480)        -8%
 5332   Special Repairs-Plumbing               74,304         2,229         76,533          0%          99,500      (22,967)       -30%
 5333   Special Repairs-Carpentry              15,559           467         16,026          0%          33,500      (17,474)      -109%
 5334   Special Repairs-Painting               31,225           937         32,162          0%          34,000       (1,838)        -6%
 5335   Special Repairs- Fence Repair          30,420           913         31,333          0%          20,650       10,683         34%
 5336   Special Repairs-Landscape              50,809         1,524         52,334          0%          61,000       (8,666)       -17%
 5337   Special Repairs-Asphalt                85,722         2,572         88,293          0%          73,500       14,793         17%
 5338   Special Repairs-Janitorial            179,699         5,391        185,090          1%         182,000        3,090          2%
 5350   Rental of Facilities                    8,080           242          8,322          0%          10,000       (1,678)       -20%
 5410   Special Projects                       48,774         1,463         50,238          0%             -         50,238        100%
 5430   Photography                             3,800           114          3,914          0%           4,000          (86)        -2%
 5445   Printing                              126,506         3,795        130,301          0%          87,280       43,021         33%
 5450   Advertising - Outdoor                 115,667         3,470        119,137          0%         105,000       14,137         12%
 5451   Advertising - Radio                   373,536        11,206        384,742          1%         380,900        3,842          1%
 5452   Advertising - TV                      449,115        13,473        462,589          2%         470,000       (7,411)        -2%
 5453   Advertising - Print                   285,331         8,560        293,891          1%         329,170      (35,279)       -12%
 5454   Advertising - Online                   52,217         1,567         53,784          0%          81,500      (27,716)       -52%
 5460   Promo Material                        176,659         5,300        181,959          1%         162,268       19,691         11%
 5472   Promotional Offsite Booth Space           330            10            340          0%           1,000         (660)      -194%
 5475   Public Relations Functions             77,447         2,323         79,771          0%          74,707        5,064          6%
 5476   Customer Satisfaction Expense              30             1             31          0%             380         (349)     -1130%
 5479   Manager's PR Functions                  9,223           277          9,500          0%           9,150          350          4%



11/10/2011  3:49 PM                                                   Page 30                                                     Page 2 of 3
 OC Fair & Event Center 2012 Top Line Budget

                                                                                                                  2012 Growth 2012 Growth
                                             2012            2012         2012        % of Total   2011 Budget     Over 2012   Over 2012
 Budget Category                             Base        Incremental     Budget       Expense         Total        Budget - $  Budget - %
 5480 Creative Design/Production Services       27,440            823        28,263         0%          131,000      (102,737)     -363%
 5490 Sponsorship Expenses                         -              -             -           0%            2,000        (2,000)        0%
 5710 Cash Premium Expenses                     79,832          2,395        82,226         0%           97,500       (15,274)      -19%
 5720 Ribbons, Trophies, Awards                 21,404            642        22,046         0%           19,300         2,746        12%
 5740 Competition Handbook Publication           5,280            158         5,438         0%            9,000        (3,562)      -66%
 5761 JLA - Sellers Expense                    219,772          6,593       226,365         1%          169,403        56,962        25%
 5762 JLA - Meals                                  100              3           103         0%              -             103       100%
 5763 JLA - Other                                  859             26           884         0%            2,308        (1,424)     -161%
 5770 Arena/Hangar Acts                        568,047         17,041       585,089         2%          638,250       (53,161)       -9%
 5780 Ground Acts - Fair                       637,822         19,135       656,957         2%          570,050        86,907        13%
 5790 Headline Acts                          2,791,022         83,731     2,874,753        11%        2,775,000        99,753         3%
 5795 Performer Hospitality                     76,675          2,300        78,975         0%          101,000       (22,025)      -28%
 5910 Dues & Subscriptions                      16,079            482        16,561         0%           18,553        (1,992)      -12%
 5925 Bank Charges                             176,487          5,295       181,782         1%          135,598        46,184        25%
 5935 Ticket Printing Fee                       39,963          1,199        41,162         0%           16,203        24,959        61%
 5980 Cash Over/Short                            7,936            238         8,174         0%            3,915         4,259        52%
 5990 Miscellaneous Expense                     22,308            669        22,977         0%           21,368         1,609         7%
 6900 Prior Year Expense                           -              -             -           0%              560          (560)        0%
 6910 Prior Year FT Expense                        -              -             -           0%              -             -           0%
 TOTAL NON-LABOR EXPENSE                    15,271,615        455,672    15,727,288        58%       15,248,079       479,209         3%
 TOTAL EXPENSE                              26,225,590      1,109,337    27,334,927       100%       25,784,746     1,550,180         6%

 NET INCOME BEFORE DEPRECIATION              4,367,636        40,054      4,407,691                   4,312,555       95,136           2%

 5900 Depreciation Expense                   3,054,796         91,644     3,146,440                   3,015,000      (162,778)       -64%
 NET INCOME                                  1,312,840        (51,590)    1,261,251                   1,297,555       257,914          0%


 NL Expense Categories/Groupings >$1M        9,758,476       292,754     10,051,230         37%       9,979,148       72,082           1%
 % of Total Non-Labor Expense                                                   64%




11/10/2011  3:49 PM
                                                                  Page 31                                                          Page 3 of 3

								
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