the mission of ocfec is… celebration of orange ......71660 1/10/2013 the o'hagan group, inc....

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, February 28, 2013

9:00 a.m.

Administration Building OC Fair & Event Center

88 Fair Drive Costa Mesa, California

Board of Directors

Douglas La Belle, Board Chair

Stan Tkaczyk, Vice Chair Joyce Tucker, Member

David Ellis, Member Kristina Dodge, Member

Ali Jahangiri, Member Nick Berardino, Member Gerardo Mouet, Member

Ashleigh Aitken, Member

Secretary-Treasurer 32nd DAA Counsel Jerome P. Hoban Roger Grable Chief Executive Officer, OCFEC Manatt, Phelps and Phillips

Those persons wishing to attend the meeting and who may require special accommodations pursuant to the provisions of the Americans with Disabilities Act are requested to contact the office of the 32nd District Agricultural Association (714) 708-1500, at least five working days prior to the meeting to insure the proper arrangements can be made. At the discretion of the Board of Directors, all items appearing on this Agenda, whether or not expressly listed for action, may be deliberated and may be subject to action by the Board of Directors. The Board may convene to closed session pursuant to Government Code section 11126, subdivisions (a) and (e) to consider personnel evaluation and/or possible litigation. Items may not necessarily be taken up in the order shown on this Agenda. This agenda, and all notices required by the Bagley-Keene Open Meeting Act are available on the Internet at: www.ocfair.com

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 OPERATIONAL ANNOUNCEMENTS AND UPDATES 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 January 17, 2013 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. A. Standard Agreements: SA-25-13CT; SA-29-13FT; SA-30-13GA; SA-31-13TR;

SA-33-13IE; SA-34-13GA; SA-35-13YE; SA-36-13FT; SA-37-13CF; SA-38-13CF; SA-39-13CF; SA-40-13YE; SA-41-13GE; SA-42-13GE; SA-43-13GE

B. Amendments: SA-22-07TD; SA-124-08WC; SA-92-11RD

C. Rental Agreements: R-008-13; R-012-13; R-013-13; R-015-13; R-021-13; R-024-13; R-034-13; R-039-13; R-040-13; R-045-13; R-054-13; R-055-13; R-059-13; R-087-13; R-088-13; R-095-13; R-098-13; R-099-13; R-100-13; R-104-13; R-105-13; R-107-13; R-108-13; R-109-13; R-110-13; R-111-13; R-112-13; R-114-13; R-115-13; R-116-13; R-117-13; R-118-13; R-119-13; R-120-13; R-121-13; R-122-13; R-123-13; R-124-13; R-125-13; R-126-13; R-127-13; R-128-13; R-129-13; R-130-13; R-131-13; R-132-13; R-133-13; R-134-13; R-135-13; R-138-13; R-139-13; EQC LOU

D : Active Joint Powers Authority Agreements

-End of Consent Calendar-

9. GOVERNANCE PROCESS

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

i. TelPhil Negotiating Committee ii. CEO Background Check Committee iii. Centennial Farm Foundation iv. Workers Memorial Committee v. Financial Monitoring Committee vi. 2013 OC Fair City Liaison Committee

B. Review and Approve Policy Recommendations of the Fair Sale Review

Committee Action Item

10. CLOSED SESSION (Closed to the Public) A. Lease Negotiations with Tel-Phil Enterprises - Pursuant to the provisions of

Government Code Section 11126(c)(7) the Board of Directors will meet in closed session to advise its negotiators, Douglas La Belle and Stan Tkaczyk, 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.

11. BOARD OF DIRECTORS MATTERS OF INFORMATION 12. NEXT BOARD MEETING: MARCH 28, 2013

13. ADJOURNMENT

Respectfully submitted, OC Fair & Event Center

Jerome P. Hoban Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 12:30 p.m. February 15, 2013

Check No. Date Vendor Name Amount71603 1/3/2013 Accountemps, Inc. $1,506.5771604 1/3/2013 Association of CA State Supervisors 36.0071605 1/3/2013 A & H Refrigeration, Inc. 1,117.7371606 1/3/2013 All American Asphalt, Inc. 475.4671607 1/3/2013 American Express 209.4971608 1/3/2013 Blue Shield Of California 33,005.9871609 1/3/2013 California Fair Services Authority 1,310.9471610 1/3/2013 Classic Tents, Inc. 11,136.2571611 1/3/2013 Commercial Cleaning Systems, Inc. 3,582.3671612 1/3/2013 CR&A Custom, Inc. 1,167.8771613 1/3/2013 SEIU Local 1000 CA State Employees Asso. 1,474.2271614 1/3/2013 DeltaCare USA 670.1371615 1/3/2013 Delta Dental Plan Of California 4,339.5371616 1/3/2013 Gloria Chavez 190.5071617 1/3/2013 Haitbrink Asphalt Paving, Inc. 900.0071618 1/3/2013 Jerome P. Hoban 62.0071619 1/3/2013 IUOE, Craft/Maint. Division 1,059.0071620 1/3/2013 Manatt, Phelps & Phillips, LLP 6,726.7771621 1/3/2013 Orange County Sheriff Levying Officer 390.5371622 1/3/2013 Public Employees Retirement System 257.3971623 1/3/2013 Pinnacle Petroleum, Inc. 997.2571624 1/3/2013 Platinum Resource Group 2,680.0071625 1/3/2013 Red Wing Hatchery 89.6071626 1/3/2013 RK Diversified Entertainment, Inc. 7,941.6171627 1/3/2013 Safeguard Health Plans 129.4471628 1/3/2013 State Disbursement Unit 953.0071629 1/3/2013 Sunnyside Promotions 17,500.0071630 1/3/2013 Tour Design Creative Services 60.0071631 1/3/2013 Woodworker West 250.00E010313 1/3/2013 Pitney Bowes Inc. 2,000.0071602 1/3/2013 Helm & Sons Amusements 5,437.0071632 1/7/2013 Cooperative Extension ‐ Orange County 285.0071633 1/7/2013 Albert Dean Colley 3,000.0071634 1/7/2013 American Express 351.3971635 1/7/2013 Atlantic City Games, Inc. 7,200.0071636 1/7/2013 Brent Meyer 3,000.0071637 1/7/2013 Dance Heads, Inc. 3,500.0071638 1/7/2013 James Elliott Entertainment 3,500.0071639 1/7/2013 James Scarlett 1,500.0071640 1/7/2013 Jeffrey Larson 10,000.0071641 1/7/2013 JT Enterprises 3,500.0071642 1/7/2013 LA Jolla Booking Agency 5,000.0071643 1/7/2013 No Duh 3,000.00

OC Fair & Event Center Accounts Payable Check SummaryJanuary 2013

Page 1 of 4

Check No. Date Vendor Name Amount


71644 1/7/2013 Pegleg Entertainment, Inc. 6,950.0071645 1/7/2013 Pyro Engineering, Inc. 15,000.0071646 1/7/2013 Robert Elfaizy 5,500.0071647 1/7/2013 Scott Patterson 5,000.00E1000269584 1/9/2013 Public Employees Retirement System 87,934.4471648 1/10/2013 416 West, Inc. 577.5071649 1/10/2013 Accountemps, Inc. 3,510.3171650 1/10/2013 American Express 1,666.7371651 1/10/2013 AT&T 717.5271652 1/10/2013 Cat 'n Mouse Promotions 1,400.0071653 1/10/2013 California Fair Services Authority 815.0071654 1/10/2013 CR&A Custom, Inc. 1,827.8971655 1/10/2013 EDB Consulting, LLC 1,250.0071656 1/10/2013 Bianca Kulback 238.2871657 1/10/2013 Ruby Lau 130.7771658 1/10/2013 Lisa Sexton 6,612.5071659 1/10/2013 Orange County Treasurer‐Tax Collector 4,447.0871660 1/10/2013 The O'Hagan Group, Inc. 300.0071661 1/10/2013 Pinnacle Petroleum, Inc. 956.4971662 1/10/2013 Platinum Resource Group 2,144.0071663 1/10/2013 RK Diversified Entertainment, Inc. 80,344.0071664 1/10/2013 Robin Wachner 89.0871665 1/10/2013 Southern California Edison 95,781.7171666 1/10/2013 State Disbursement Unit 23.7871667 1/10/2013 The Gas Company 547.8271668 1/10/2013 Marie Torres 106.7671669 1/10/2013 Rachelle Weir 351.93E1000270236 1/11/2013 Public Employees Retirement System 87,807.63E110458232 1/11/2013 California Fairs Financing Authority 12,900.00E110458311 1/11/2013 California Fairs Financing Authority 23,564.43E011413 1/14/2013 PAYPAL, INC. 59.95E118861342 1/16/2013 California Fairs Financing Authority 5,721.03E011613 1/16/2013 PAYPAL, INC. 59.9571670 1/18/2013 Accountemps, Inc. 1,178.2271671 1/18/2013 Amlon Industries, Inc. 1,072.2271672 1/18/2013 AT&T 30.8571673 1/18/2013 Bill Young Productions, Inc. 270.0071674 1/18/2013 Boyd & Associates 1,321.5071675 1/18/2013 California Fair Services Authority 15,007.3171676 1/18/2013 Classic Tents, Inc. 934.0071677 1/18/2013 Commercial Cleaning Systems, Inc. 3,831.6471678 1/18/2013 Corey Bordes 40.5071679 1/18/2013 CPMG 2,540.10

Page 2 of 4



71680 1/18/2013 Department Of General Services 6,256.0071681 1/18/2013 Department Of Human Resources 157.5071682 1/18/2013 Department of Technology Services 1,495.9371683 1/18/2013 Event Production Solutions, LLC 8,770.0071684 1/18/2013 Experian 7,513.5871685 1/18/2013 Fire Sprinkler Inspections, Inc. 3,040.0071686 1/18/2013 Fisher & Phillips, LLP 1,720.5771687 1/18/2013 International Speedway, Inc. 1,774.0071688 1/18/2013 Jannet Sanchez 9.1771689 1/18/2013 Loomis Armored US, LLC 42.0071690 1/18/2013 Malibu Kennel Club 366.0071691 1/18/2013 Peter Tarr 199.2271692 1/18/2013 Orange County Treasurer‐Tax Collector 2,656.7971693 1/18/2013 Orange County Register ‐ Advertising 2,250.0071694 1/18/2013 Orange County Sheriff Levying Officer 424.3271695 1/18/2013 O'Neil Storage Inc. 2,500.0071696 1/18/2013 Peter James Riojas 240.0071697 1/18/2013 Pinnacle Petroleum, Inc. 961.0071698 1/18/2013 Platinum Resource Group 4,824.0071699 1/18/2013 Pyro Engineering, Inc. 2,200.0071700 1/18/2013 Robin Wachner 65.0971701 1/18/2013 S & S Portable Services, Inc. 1,570.2071702 1/18/2013 Share Our Selves 342.0071703 1/18/2013 Southwest Holiday Party 191.7571704 1/18/2013 State Disbursement Unit 953.0071705 1/18/2013 Williams Scotsman, Inc. 1,093.67E110258176 1/22/2013 California Fairs Financing Authority 540.0071706 1/24/2013 Accountemps, Inc. 1,419.6571707 1/24/2013 Adcom Publishing Dba Bride World Expo 840.0071708 1/24/2013 Aquatic Service, Inc. 195.0071709 1/24/2013 AT&T 2,789.9171710 1/24/2013 AT&T 100.0071711 1/24/2013 Boyd & Associates 125.0071712 1/24/2013 BurrellesLuce 140.7071713 1/24/2013 California Fair Services Authority 615.0071714 1/24/2013 Cision US, Inc. 1,041.2471715 1/24/2013 Commercial Cleaning Systems, Inc. 5,896.5171716 1/24/2013 Girl Scouts of Orange County 1,189.5071717 1/24/2013 Intelius Screening Solutions LLC 30.0071718 1/24/2013 Jerry Liu & Associates 1,212.5071719 1/24/2013 Lisa Sexton 6,612.5071720 1/24/2013 Lopez Works, Inc. 27,260.0071721 1/24/2013 Medical & Safety Management, Inc. 527.25

Page 3 of 4



71722 1/24/2013 Orange County Treasurer‐Tax Collector 4,522.1971723 1/24/2013 Orange Mirror and Glass 15,901.0071724 1/24/2013 Pacific Clippings 59.0071725 1/24/2013 Pinnacle Landscape Company 4,457.0071726 1/24/2013 Red Wing Hatchery 89.6071728 1/24/2013 Statewide Seating & Grandstands, Inc. 2,200.0071729 1/24/2013 Tracy Jacobson 452.0071730 1/24/2013 Verizon Wireless 1,363.6071731 1/24/2013 Ware Disposal, Inc. 792.41E119049287 1/28/2013 US Bank 62,463.13E01292013 1/29/2013 Board Of Equalization 3,941.0071732 1/30/2013 Accountemps, Inc. 1,539.7971733 1/30/2013 Voided 0.0071734 1/30/2013 Amlon Industries, Inc. 4,801.6871735 1/30/2013 ASID CA/OC 1,691.5071736 1/30/2013 Bill Young Productions, Inc. 645.0071737 1/30/2013 Commercial Cleaning Systems, Inc. 511.8671738 1/30/2013 Department Of Food & Agriculture 27,200.0071739 1/30/2013 Dewey's Transfer Service Inc. 583.2071740 1/30/2013 Eisel Enterprises, Inc. 59.6771741 1/30/2013 Gem Faire, Inc. 1,145.5071742 1/30/2013 Jose Martinez Tree Service, Inc. 350.0071743 1/30/2013 Mesa Consolidated Water District 6,959.0071744 1/30/2013 Orange County Sheriff Levying Officer 381.5771745 1/30/2013 Platinum Resource Group 2,680.0071746 1/30/2013 Red Wing Hatchery 160.8571747 1/30/2013 Ronald P. Canzano 337.5071748 1/30/2013 Shoreline Dog Fancier Association 436.0071749 1/30/2013 State Disbursement Unit 953.0071750 1/30/2013 TICKETMASTER 178.0071751 1/30/2013 Ware Disposal, Inc. 3,464.1171752 1/30/2013 Western Winter Sports 3,416.0071753 1/31/2013 Sound Media Fusion, LLC 10,000.0071754 1/31/2013 Ricoh Americas Corporation 2,150.4071755 1/31/2013 Shaun Richards 77.70

$900,169.74Total January 2013 AP Checks

Page 4 of 4

MINUTES OF OCFEC BOARD OF DIRECTORS MEETING HELD JANUARY 17, 2013

1. CALL TO ORDER:

Chair La Belle called the meeting to order at 9:04 a.m. 2. MISSION STATEMENT: Chair La Belle recited the OCFEC Mission Statement. 3. PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance was recited by Mike McCrary and roll call taken by Jeff Willson.

4. DIRECTORS PRESENT: Chair La Belle, Vice Chair Tkaczyk, Director Tucker, Director Ellis, Director Dodge, Director Berardino, and Director Aitken DIRECTORS ABSENT/EXCUSED: Director Jahangiri and Director Mouet.

OTHERS PRESENT: Jerome Hoban, OCFEC CEO; Sharon Augenstein, OCFEC CFO; Michele Richards, OCFEC Chief Business Development Officer; Gary Hardesty, OCFEC Chief Technology & Production Officer; Larry Sasson; Jeff Willson, OCFEC; Marlene Apodaca, court reporter; Roger Grable; Guy Ayer; Jennifer Muir, OCEA; Donald Drozd, OCEA; Theresa Sears; Mike McCrary; Ed Buck; David Padilla; Lisa Sabo; Ryan Miller, OCMP; Stewart Suchman; OCMP; Juan Quintero, Ovations; Mike Robbins; Joan Hamill, OCFEC Director of Community Relations; Jason Jacobsen, OCFEC Director of Technology; Rick Hansen, Equestrian Services II; Roy Englebrecht, Fight Club OC; Nick Buffa, OCFEC; Howard Sandler, OCFEC Director of Events; Nick Nicora, Ovations; Sandra Genis, Costa Mesa City Council; Tom Hatch, City of Costa Mesa; Jill Lloyd, OCMP; Lisa Reedy; Jerry Eldridge, OCFEC Director of Facilities; Tamara Goddard, CPMG; Dr. Janice Posnikoff; Norberto Santana; Voice of OC; Reggie Mundekis; Robbi Ahern; Debbie Cook; Gus Ayer

5. CEO’S OPERATIONAL UPDATE Michele Richards, OCFEC Chief Business Development Officer, presented a recap of the OC Fair New Year’s Block Party. Richards then introduced the 2013 Youth Expo theme “Ham It Up” and 2013 OC Fair theme “Come and Get It.”

OC FAIR & EVENT CENTER, 32ND DAA MINUTES OF THE BOARD OF DIRECTORS MEETING JANUARY 17, 2013, PAGE 2 OF 9

6. PUBLIC COMMENT

Reggie Mundekis complimented OCFEC on the New Year’s Eve Block Party. Vice Chair Tkaczyk seconded Mundekis’ comments. Director Berardino encouraged the continuation of the event. Director Berardino suggested that Arturo the Churro, a proposed 2013 OC Fair mascot, may have a racial connotation. Robbi Ahern spoke against smoking on the fairgrounds, especially during the OC Market Place. Roy Englebrecht, Fight Club OC, announced that HBO will be announcing that HBO World Championship Boxing will be coming to The Hangar.

7. MINUTES:

A. Board Meeting held on December 20, 2012 Action Item

ACTION: Director Aitken motioned and Director Tucker seconded to review and approve the minutes from the Board meeting held October 25, 2012. MOTION PASSED WITH DIRECTOR ELLIS ABSTAINING

8. CONSENT CALENDAR

A. Standard Agreements: SA-23-13PA; SA-265-12MA; SA-266-12NY; SA-267-12NY; SA-24-13PS; SA-26-13PS; SA-27-13WD; SA-28-13PS

B. Amendments: SA-82-09FV C. Interagency Agreements: OCF-01-13IA D. Rental Agreements: R-022-13; R-028-13; R-029-13; R-030-13;

R-031-13; R-032-13; R-033-13; R-041-13; R-043-13; R-048-13; R-092-13; R-096-13; R-103-13; R-106-13

E. Active Joint Powers Authority Agreements Director Berardino requested that Item 8E be pulled from the Consent Calendar for discussion. Jerome Hoban, OCFEC CEO, requested that Standard Agreement SA-28-13PS be pulled for discussion.


ACTION: Director Tucker motioned and Director Aitken seconded to review and approve the Consent Calendar with Item 8E and agreement SA-28-13PS removed for discussion. MOTION PASSED Director Berardino expressed concerns about working with CFFA due to their past practices and suggested that OCFEC bring these services in house. Vice Chair Tkaczyk asked if it was mandated that OCFEC be part of the CFFA JPA. Hoban answered that OCFEC does not have to be part of CFFA but would then have to work with DGS for public works contracts. Staff and counsel were asked to research options regarding alternatives to CFFA. Director Aitken asked for clarification on what a relationship with DGS would mean for the organization. Hoban answered that DGS would provide the same services as CFFA but charge a higher percentage for the services. Director Berardino expressed concern about the Board not reviewing bids in response to RFPs. ACTION: Director Berardino motioned and Director Ellis seconded to review and approve Item 8E. MOTION PASSED UNANIMOUSLY Sharon Augenstein, OCFEC CFO, discussed details of SA-28-13PS, and the State’s RFP Process. Director Ellis asked if this parking study would include the possible parking structure. Hoban answered that the possibility of a parking structure was included in the scope of work. ACTION: Director Berardino motioned and Director Dodge seconded to review and approve SA-28-13PS. MOTION PASSED UNANIMOUSLY

9. GOVERNANCE PROCESS:

A. Committee Reports Information Item

Vice Chair Tkaczyk, representing the Tel Phil Negotiating Committee, stated that it is the Committee’s expectation to bring the back a proposal to the Board at the February meeting.


Director Tucker, representing Centennial Farm Foundation, noted that the Foundation would be meeting in a week. Director Ellis, representing the Barrett-Jackson Committee, suggested that the Committee be disbanded in light of the inactivity and the cancellation of the event. It was decided to maintain the Committee in the event that the event returns in 2014. Costa Mesa Councilwoman Sandra Genis introduced herself as a member, along with Councilman Monahan, of the Fair Liaison Committee representing the City of Costa Mesa.

B. Fair Sale Review Committee Update Information Item Mike McCrary, Chair of the Fair Sale Review Committee, introduced members of the Committee who were in attendance: Sandra Genis, Theresa Sears, Mike Robbins, Lisa Reedy and Lisa Sabo. He then complimented staff on their responsiveness to requests of the Committee. Theresa Sears thanked the Board for creating the Committee and McCrary for his leadership. She suggested that the report is mild but the Committee was interested in policy recommendations and that there is more to be discovered. It was her opinion that the report is just the beginning. She then discussed the process of the Committee and the history of the attempted sale of the fairgrounds. Sandra Genis stated that the Committee decided early on that this was not intended to be a witch hunt but focus on the recommendations instead of personalities. McCrary read the Board-approved Committee scope of work then presented the nine recommendations of the Committee. Director Berardino thanked McCrary for his time and his leadership of the Committee. Director Berardino then suggested that the Board review the use of two-person committees. Sandra Genis stated that the CDFA code does not appear to grant a public meeting exception for two-person committees and the Board should seek clarification from counsel. Vice Chair Tkaczyk asked if any Board members were interviewed by the Committee.


McCrary answered that Director Tucker, when asked to be interviewed, declined offering the opinion that there may be a conflict since she is a sitting Board member. Vice Chair Tkaczyk asked if Director Ellis had been interviewed. McCrary answered in the negative. Director Ellis stated that in 2009 there was a majority of Board members who believed that the property should sell, which is a philosophical position. He stated that he had appeared before the Committee but, in his opinion, the Committee adhered to a pre-existing narrative and that his input would not sway their opinions. Director Aitken asked whether or not any requests for information from Board members should be a matter of public record. McCrary suggested that any information requested by a Board member be provided to all Board members. Director Aitken asked whether counsel had advised the Board members forming the OCFEC Foundation of any potential conflicts of interest or breach of fiduciary duties. Theresa Sears stated that she would be filing a public records request for documents pertaining to the Nossaman invoices, Platinum Advisors billing statements and the appraisal. Director Aitken then suggested that annual training about conflict of interest should be included with Recommendation #1. Director Tucker stated that appointees receive little or no training prior to being appointed to the Board. Director Berardino stated that some members of the Board, particularly Director Dodge and Director Tucker, were well intentioned but were mislead by staff who are ultimately responsible for failing to protect Board members. Director Berardino then stated that the Board should put the sale behind them and deal with the issues internally. Director Aitken asked about how the Board can better monitor billing through master contracts.


David Padilla, former OCFEC Board member, thanked Governor Brown for canceling the sale and was glad that the fairgrounds were still here. He stated that Director Tucker asked counsel in October or November 2009 about the potential conflict of interest regarding the formation of the Foundation. He then spoke of the value of three-person standing committees. He spoke about his difficulties in receiving information from the previous CEO. He encouraged the Board to continue with the investigation. Reggie Mundekis thanked staff and the committee members who participated in the Committee. She stated that the community needs to start a dialogue about what happened, how it happened, and make sure it never happens again. She spoke about the Board using their position to force change at CCA. Mundekis then explained the involvement of Becky Bailey-Findley with various groups involved in the sale process. Gus Ayer thanked McCrary and suggested that the Committee could have looked further. He then spoke of the failures of all those involved in the sale process. Debbie Cook complimented the report but stated that it was watered down. She then stated that she did not believe the Form 700s (Statement of Economic Interest) were being completed fully by some Board members, and Board members and staff should not be accepting any gifts from those with whom OCFEC is doing business. Lisa Sabo thanked the Board and thanked other Committee members. She suggested that employees who allowed the sale process to happen should be let go. Dr. Janice Posnikoff thanked Director Berardino, Director Aitken and the Committee. She reminded Director Ellis of some of his previous comments during the sale process and discussed other issues during the process. She then suggested letting go staff members who allowed the sale process to happen. Chair La Belle thanked the Committee for their efforts. Chair La Belle then motioned that the Committee’s recommendations be placed upon the February agenda for discussion and adoption by the Board. Vice Chair Tkaczyk amended Chair La Belle’s motion to include agendizing a full forensic audit of the organization, with the goal of


seeking restitution for billings on behalf of the OCFEC Foundation, and agendizing the reinstatement of the Attorney General’s office. Director Berardino further amended Chair La Belle’s motion asking that it be agendized to direct staff to create a flow chart of where all employees were and where they moved during the sale process; and to direct staff to create a flow chart of where Becky Bailey-Findley was and what she was involved in during the sale process. Chair La Belle requested that any thoughts regarding the February policy discussion be forwarded to him for inclusion in the staff report. ACTION: Upon motion by Chair La Belle and seconded by Vice Chair Tkaczyk staff was directed place on the February agenda: the policy recommendations by the Fair Sale Review Committee; discussion of a full forensic audit, with the goal of seeking possible restitution; seeking the reinstatement of the Attorney General’s office as legal counsel; direct staff to create a flow chart of where all employees were and where they moved during the sale process; direct staff to create a flow chart of where Becky Bailey-Findley was and what she was involved in during the sale process. MOTION PASSED UNANIMOUSLY Director Ellis then excused himself from the meeting.

C. Review 2003 OCFEC Master Plan Information Item

Hoban presented an update of the progress regarding the 2003 OCFEC Master Plan. Vice Chair Tkaczyk asked if the Equestrian Center was included in the Master Plan. Hoban answered that the 7.5 acre Equestrian Center was included. Director Aitken suggested seeking a different Master Plan contractor due to their involvement in the sale process. Director Berardino and Chair La Belle concurred with Director Aitken’s comments.

D. Pacific Amphitheatre Bid Results, Phase I Earth Work Action Item Gary Hardesty, OCFEC Chief Technology and Production Officer, presented the staff report and bid results.


Director Berardino asked about the inclusion of the Enhanced Employee Safety policies. He stressed his concerns about adhering to these policies. Chair La Belle suggested implementing a monitoring system to manage the Enhanced Employee Safety policies. Reggie Mundekis thanked board and staff for their work on this project. She suggested a town hall meeting explaining the dirt removal process. She recommended careful review of all CFFA billings and a detailed accounting of management fees. Sandra Genis expressed appreciation for the Board emphasizing accountability of the contractor. ACTION: Vice Chair Tkaczyk motioned and Director Tucker seconded to approve the Letter of Understanding (LOU) with California Fair Financing Authority (CFFA) to implement Phase I of the Pacific Amphitheatre Berm project. ACTION PASSES UNANIMOUSLY

E. Review Next Steps for OCFEC/OCC Parking Structure – Environmental Review Process Action Item Hoban presented the staff report and recommendation. Chair La Belle suggested looking into the feasibility of a Joint Powers Authority between OCFEC and Orange Coast College to coordinate the project. ACTION: Director Tucker motioned and Director Dodge seconded to Authorize Staff to work with Orange Coast College (OCC) to develop a proposed project description for Board consideration. The next steps would be for the Board and OCC to agree upon the project and then direct an environmental firm to conduct an initial assessment to determine the appropriate level of CEQA review and to initiate the CEQA process. ACTION PASSES UNANIMOUSLY

10. CLOSED SESSION

No Closed Session


11. BOARD OF DIRECTORS MATTERS OF INFORMATION

Director Aitken expressed excitement about the Fair theme but suggested inclusion of natural and organic foods. She also expressed enthusiasm for the potential parking structure and wants to work towards restoring the Equestrian Center. She then discussed her desire to agendize an update to our HR training. Director Berardino wished the best to Director Aitken as she looks forward to the birth of her daughter. He then stated that legal counsel has done a great job. Director Dodge wished Director Aitken the best in anticipation of the birth of her daughter. Director Tucker thanked the Committee for their work and agreed with Director Aitken regarding the inclusion of natural and organic foods at the Fair. Vice Chair Tkaczyk expressed his appreciation for the discussion of the Fair Sale Review Committee’s report. Chair La Belle seconded the other Board member’s comments.

12. NEXT BOARD MEETING: FEBRUARY 28, 2013 13. ADJOURNMENT

Meeting adjourned at 1:48 p.m.

______________________________________ Doug La Belle, Chair _______________________________________ Jerome Hoban, Chief Executive Officer

CONTRACT # CONTRACTOR DESCRIPTION EFFORT TYPE TERM RECEIPT AMOUNT

NOT TO EXCEED EXPENSE AMOUNT

SA-25-13CT Ticketmaster, LLC Automated ticket selling, event management and access control services Year Round 04/01/13 - 03/31/15 $150,000.00

SA-29-13FT Costa Mesa Police Department Traffic management services Fair 07/12/13 - 08/11/13 $380,000.00

SA-30-13GA International Speedway, Inc. "Speedway Derby" in the ASA Fair 07/13/13 $26,000.00

SA-31-13TR Williams Scotsman, Inc. Rental of restroom trailer with ADA ramp and skirting Year Round 01/15/13 - 01/14/14 $13,154.40

SA-33-13IE Costa Mesa Police Department Traffic management services (during designated interim events) Year Round 04/01/13 - 03/31/14 $70,000.00

SA-34-13GA International Speedway, Inc. "X-treme Freestyle Moto -X" Jumping Invitational in the ASA Fair 07/12/13 $26,000.00

SA-35-13YE Francisco Torres Live insect exhibit Youth Expo 04/11/13 - 04/14/13 $1,820.00

SA-36-13FT Chef Ray Presents Demonstrate & create fruit sculptures Fair 07/12/13 - 08/11/13 $11,500.00

SA-37-13CF Pat Welsh Gardening class for adults Centennial Farm 03/16/13 $0.00

SA-38-13CF Southland Sod Farms Gardening class for adults Centennial Farm 04/27/13 $0.00

SA-39-13CF Tree Of Life Nursery Gardening class for adults Centennial Farm 05/18/13 $0.00

SA-40-13YE Tucker's Pony Ride Petting zoo Youth Expo 04/11/13 - 04/14/13 $2,500.00

SA-41-13GE Joshua G. Slater "Brandon Ummel Band" performing in Baja Blues Fair 07/12/13 - 07/13/13 $600.00

SA-42-13GE Leesha Arason "Ragdoll" performing in Baja Blues Fair 07/14/13 $500.00

SA-43-13GE Trash For Teaching "Ultimate Recycling Machine" educational exhibit Youth Expo 04/14/13 $1,339.20

Amendments

SA-22-07TD Sound Media Fusion, LLC Sound mitigation and monitoring program services Year RoundSecond of Two 3 Year Options04/01/13 - 03/31/15

$234,704.00

SA-124-08WC Lopez Works Incorporated Additional parking lot sweeping, venue clean-up & waste collection services

Year Round 01/18/13 - 05/14/13 $199,989.90

SA-92-11RD Ware Disposal, Inc. Refuse disposal service Year Round First Option Year06/01/13 - 05/31/14

$147,304.00

Interagency Agreements

None

OC FAIR & EVENT CENTERSTANDARD AGREEMENTS FOR BOARD APPROVAL

FEBRUARY 2013

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-25-13CT REGISTRATION NUMBER 1262637 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME

32ND DISTRICT AGRICULTURAL ASSOCIATION CONTRACTOR'S NAME

TICKETMASTER, LLC 2. The term of this 04/01/13 through 03/31/15 FED ID: Agreement is: with three (3) one-year options to renew at the sole discretion of the District.

3. The maximum amount $150,000.00 of this Agreement is: Not to exceed $390,000.00 with inclusion of option years

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

Exhibit A – Scope of Work – See attached. Page 1 – 13 Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 14 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 15 – 18 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 19 – 22 Exhibit - D* Special Terms and Conditions Exhibit E – Insurance Requirements (Attached hereto as part of this agreement) Pages 23 – 24 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR California Department of General Services Use Only CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)

TICKETMASTER, LLC BY (Authorized Signature)

DATE SIGNED(Do not type)

PRINTED NAME AND TITLE OF PERSON SIGNING

Andy Meyer, Client Development Director ADDRESS 7060 Hollywood Boulevard, Los Angeles, CA 90028 (310) 975-0998

STATE OF CALIFORNIA AGENCY NAME 32ND DISTRICT AGRICULTURAL ASSOCIATION BY (Authorized Signature)


PRINTED NAME AND TITLE OF PERSON SIGNING Exempt per: Jerome P. Hoban, Chief Executive Officer ADDRESS

88 Fair Drive, Costa Mesa, CA 92626

SA-25-13CT TICKETMASTER, LLC PAGE 2

EXHIBIT A – SCOPE OF WORK Overview of Services Required

Services are to include automation of all gate entry ticket selling, event management, access control positions, event marketing and remote ticket sale via ticket outlets and adequately staffed charge-by-phone call centers. The gate entry positions include the Grandstand Arena, The Hangar at the OC Fair, the OC Fair & Event Center and the Pacific Amphitheatre. Additionally, the service must provide a proven reserved seating and general admission ticketing capability. Season, Series, Group and Credential ticketing must be available through the system, with the ability to record patron information. The District must be able to access this record (account) for inputting and storage of payment, ticketing, and customer information, as well as the ability to record non-ticket revenue at no charge to the District. These records will remain on the system from event to event and must allow updates with new or additional ticketing and payment information. In addition, the computerized ticketing system shall provide for multiple on-line operator and event sales reports to satisfy the needs of many departments, including accounting, marketing, box office, admissions, administration, operations and security. Remote ticket distribution, telephone reservation system and internet ticket sales are additional requirements. Marketing services must be available to help drive event sales and reporting must be available to demonstrate marketing results. Contractor agrees to provide a “feeless” ticket option at the discretion of the District. In such case, Contractor will deduct 12.5% of the face value amount for administrative and fulfillment costs. It is understood that the District will cover the cost of credit card processing at stated rate of 2.3%. Ticket Printers

Contractor shall replace the ticket printers currently on-site at the District in an amount equal to half of the existing inventory in each of the first two years (2013, 2014) of this agreement. There will be no cost to the District for hardware upgrade. Equipment Contractor shall provide an exact listing of equipment to be provided, installed, maintained and evidence of fact that all equipment, hardware and software is operational, proven and in current use. In addition, Contractor shall detail the system capacity and software capabilities as well as remote ticket outlet and telephone reservation system capabilities. Service and Support of Software and Equipment Contractor shall provide a list of all levels of support that will be provided within various departments, i.e., technical, operational, software, marketing, etc. Contractor must have the ability to provide hardware and software service locally and must respond immediately in an emergency situation. Documentation must be given on length of time needed to respond to service calls and needs for expedited services as well as preventative maintenance schedules. Software Contractor shall provide a complete description of all software, including back-up procedures and disaster recovery capabilities. Marketing Programs

All marketing and promotional plans must have prior written approval from the District’s Marketing Department. Contractor must list all programs that will be run on an annual basis as well as a written commitment with time-tables for running these programs. Contractor must provide District with all back-up of marketing programs upon completion as well as any marketing information obtained including names of participants, sales information and success of promotion. Remote Sales Outlets Local as well as regional distribution is required. Desired full service remote ticket outlet distribution in California shall be as follows: Twenty (20) in Orange County, fifteen (15) in Los Angeles County, ten (10) in the Inland Empire and ten (10) in San Diego County. All ticket printers utilized by remote ticket outlets must have the capability to print bar codes on tickets purchased for District events. All remote ticket outlets must be on-line/full service retail locations. Full service means the ticket customer has the ability to choose various available seating locations with the assistance of the remote ticket outlet sales representative. Ticket kiosks will be accepted as long as additional operator assisted ticket outlets are available. Contractor shall provide ticket customers with the ability to pay with cash at remote sales outlets.

SA-25-13CT TICKETMASTER, LLC PAGE 3 Telephone & Internet Reservation System Detailed information must be provided on Contractor’s telephone reservation center. Contractor must list all hours of public operation for the charge-by-phone system. Contractor shall provide documentation on the maximum length of time a District patron will wait “on hold” when calling to purchase a ticket. Ticket printers utilized by telephone reservation system must have capability to print bar codes on tickets purchased for District events. Internet ticket sales must be accessible to customers directly via the District’s website to the Contractor’s sales page for District events. The ability to record the history of those customers who went from the District’s website to the Contractor’s web purchase page and completed a transaction is required. Required Equipment

Contractor to provide hardware and software that is compatible with District’s existing ticketing and ticketing-related equipment system. If software is not compatible, then the following hardware must be provided: 1. Year-Round Equipment (at a minimum):

(Equipment to be connected to Contractor’s system on a year-round basis) 30 Thermal Ticket Printing Locations

Ticket Printers must be able to print bar codes, logos, and icons on tickets and all must have ticket cutters. 30 CRTS 30 Credit Card Swipers 30 Bar Code Scanning Turnstiles The system must have the capacity to print all event-based and operator-based reports directly to existing venue printers. All scanners must tie in with Contractor’s software to provide on-line/real time reports. An option of turnstiles utilizing barcode scanners is preferred by the District. 2. Additional Fairtime Equipment (at a minimum):

(Equipment to be connected to the Contractor’s system beginning two weeks prior to the start of the OC Fair and remaining through the run of the OC Fair)

20 Thermal Ticket Printing Locations Ticket Printers must be able to print bar codes, logos on tickets, icons, and all must have ticket cutters. 20 CRT’S 20 Credit Card Swipers 40 Bar Code Scanning Turnstiles The District reserves the right to request additional equipment as needed. All equipment to be provided at no cost to the District. Contractor must be willing to periodically relocate equipment from existing box office locations to temporary locations. Relocation must be done at no charge to the District. All modems, Mux’s, and other hardware required to operate this equipment at the various locations is the responsibility of Contractor and is to be provided at no additional cost to the District. The District requires access to remote point of sale/will call kiosks as they become available.

Required System Features

Contractor must provide a fully integrated network combining the latest technology in box office, season/subscription, remote outlet, telephone and internet ticket sales. Basic Box Office Support 1. Contractor shall provide District’s Box Office with the most recent edition of the system’s User Guide/Manual.

2. Three (3) copies of the most recent Ticket Seller’s Guide/Manual shall be provided to the District’s Box Office by Contractor.

3. Contractor must provide tech services during normal business hours. As necessary, a next day, on-site tech visit to the District’s venue shall be conducted. In more serious situations, same-day tech service must be provided. Tech services shall be at no cost to the District.

4. A full-time marketing support staff shall be provided by Contractor. All marketing and promotional support staff will be at no cost to the District.


5. Contractor must provide a full time event creation and event support staff at no cost to the District.

6. Contractor’s system must have the ability to handle extremely heavy walk-up traffic.

7. The capacity of the Contractor’s system must allow for specific seat selling, automatic seat selection (best available), price category sell (selling tickets by addressing the price level only), series sell, and multiple event sales.

8. Contractor’s system must have the ability to sell both Single and Series/Season events on the same system with ease and speed.

9. The seating configuration must be input in such a manner so as to:

a. Properly dress and scale each house.

b. Automatically sell the best available seats.

c. Allow ticket sales operator to choose specific seats.

d. The computer system should be easy to use with logical commands and a minimum of keystrokes.

10. Contractor’s system must provide all operators with the ability to view section displays. The displays must include the section name, the seat numbers and the row name (Alpha and Numeric). Available seats must be clearly distinguished from unavailable seats.

11. The system must be able to record the sale of ticket(s) as cash or other transaction methods of payment, including but not limited to: Visa, MasterCard, American Express, Discover, Gift Certificate, Voucher, COD, Exchange, or methods of payment created for specific use by the District.

12. The system must have the ability to hold seats out of sale mode while the customer decides whether or not to purchase those specific seats.

13. Each operator shall be able to view highlighted aisle and obstructed view seats on the CRT display unit. In the case of obstructed view, the operator shall be warned of such and therefore will be able to notify the customer. Tickets shall be printed with a "possible obstruction" message, if appropriate.

14. The system must provide on-line credit card authorization. This authorization must be instantaneous, without end-of- shift posting. Verification of credit card transaction shall be immediate.

15. The District Box Office must be provided with the most recent edition of the system’s User Guide/Manual.

16. The District Box Office must be provided with three (3) copies of the most recent Ticket Seller’s Guide/Manual. General Box Office Functions

1. Contractor’s system must allow the District’s Box Office to enable or disable entire events as well as individual discounts within the price structure of an event.

2. The system must have the ability to restrict the sale of specific sections from remote outlets and charge-by-phone operators.

3. The security of the system must reside with the operator code, not with the terminal. Unique codes or passwords shall be provided to all users of the system, which will determine the level of activity allowed and restrict access to selected functions as defined by the District’s Box Office Manager.

4. Operators must have the ability at any time to start a running subtotal of tickets being bought to a diversity of events with tickets printed at the end of the selection process.

5. To provide Contractor’s system features that will either print blocks of tickets or put blocks of seats on hold in a random manner throughout a section or sections.

6. The system must allow District Box Office Management to assign and reassign the box office commands issued to the box office staff.

7. The system must have the ability to print as many tickets as are needed in one transaction without limitation.

8. The system must provide at least two (2) categories of preprinted tickets.

9. All Box Office selling information, sales reports, and mass-printing modes must operate during real time environment.

10. Ticketing system must provide for at least a minimum of twenty (20) seat price types, with at least ten (10) hold categories.

11. The system must provide a function to instantly reclassify any ticket from one category to another. In addition, the system must automatically perform the proper accounting steps to adjust for changes in classification.


12. There must be the ability to retrieve selling information by category such as adult, junior, group, student, complimentary, etc.

13. The system must have the ability to print complimentary tickets and generate audit reports without dollar figure.

14. Contractor must be able to automate Fair time credential office tickets, RV reservations and other department functions.

15. District Box Office Management must have the ability to change event ticket text when necessary. Additional Box Office Requirements 1. All positions must utilize a PC based system using TCP/IP and CAT-5 or greater network cabling and connections, as well

as have the ability to connect to District’s twisted pair in-house telecommunication system. All equipment must use phone jacks for data and equipment connection.

2. Contractor must provide documentation on all system back up equipment and procedures, including software, hardware and telecommunication lines. Additional information must be provided on the procedures for initiating this back up in the event of a catastrophic event.

3. Payment for all tickets sold through Contractor’s remote ticket outlets and telephone reservation network shall be paid to District on a weekly basis for all tickets sold the prior week.

4. Contractor must create Box Office only events, as needed. Reports 1. The system must provide a detailed Event Audit with the ability to be displayed or printed for each event. This report must

be an active current record, posting sales as they occur, providing immediate event status reports. This document must record the number of tickets sold in each price category, the corresponding dollar value, the number of seats on hold or reserve, the number of pre-printed tickets issued, the number of seats "killed", and the net and original house capacity.

2. The system must have the ability to link Event Audits for multiple performance attractions and must list in combined seat and dollar totals for all corresponding events.

3. The system must provide a combined single report of all events linked together.

4. The Event Audit must reflect the number of tickets pre-printed. The dollar value associated with these preprinted tickets must not be listed in actual gross sales.

5. The system must have provision for a minimum of one (1) online remote box office sales site. The sales from these sites must have the capability to be separated by indigenous seller codes and provide separate sales reports. All remote box office sales must be documented within the same audit as sales from the primary box office but broken down by each remote location.

6. The system must provide the ability to track seats sold, whether by the box office, remote ticket outlets or by telephone. This procedure must be online and available to box office personnel.

7. Ticket service charges or facility fees must be able to be assigned to all ticket types. A series of reports must be available to track this non-ticket revenue. Service charges and facility fees must not be included in sales figures listed in the main event audit.

8. The system must provide daily sales figures for all operators and ticket sellers, separating cash sales and all other methods of payments used, as well as exchanged or refunded tickets. In addition, there must be an online balancing-out program for ticket sellers that balances the seller’s actual payment types to what is listed on the computer. This program should also provide ticket seller “over” and “short” information and have the ability to be printed on a hard copy printer. Additionally, all individual balance sheets should “feed” into a combined document listing totals of all sellers including overages and shortages.

9. Ticketing system must be capable of creating events during daytime operation. The District’s Box Office Manager must have the ability to create and edit District events. All event creation and editing functions must operate simultaneously and result in instantaneous updated information.

10. All seats refunded or exchanged must have instantaneous capability to be sold. Procedures for opening these tickets for public sale will be determined by the Box Office Manager and may change from event to event.

11. All reports must be date and time coded in a real time environment.

12. Ticketing system must provide the Box Office with the ability to create customized reports based on information on the ticketing system.


13. Ticketing system must provide the District’s Accounting Department with detailed reporting showing rebate amounts and sources by event.

Season Ticketing 1. The District has diverse requirements associated with season ticketing and utilization of customer accounts. To

accommodate these needs, Contractor’s season ticketing system must allow for containment of all pertinent data on a wide variety of OC Fair time and non-OC Fair time customers. This information shall include name, address, city and state, zip code, multiple telephone numbers, payment information accounting data, and shall be classified by customer type, i.e. Vendor, Sponsor, Exhibitor, group sale, paid or non-paid season ticket customer. This information must have the ability to be renewed year after year, as well as generate invoices and renewal forms. Additionally, season package must allow for customized formats and printing of season tickets and labels Cheshire or one up.

2. Contractor’s season ticketing system must accommodate single or multiple payments and provide easy identification of amounts due and amounts paid.

3. The season ticketing system must be able to generate comprehensive reports and lists from information within the customer’s account, including financial information such as payments due, last payment, payment history, out of balance accounts, priority numbers and breakdown of tickets by price and customer classification.

4. To provide each customer account should have the ability to store multiple address lines, as well as comments about the customer.

5. Established ticket amounts or seating locations assigned to the accounts must have capability to be updated with the addition or subtraction of tickets. These adjustments must automatically adjust payments due within the account, as well as update any and all associated reports.

6. The system must have the ability to assign non-ticket inventory to the account and track it through the same payment procedures as a ticket. Additionally, it must be able to flag the account with reference numbers or codes for tracking and report purposes. The option must exist to assign a value to these flags for the purpose of processing non-ticket revenue.

7. All sales and seat information from season tickets must flow into the associated single event, eliminating any need for manual manipulation.

8. All functions of the season ticketing program must be on-line and instantaneous, requiring no posting or offline activity.

9. Integrity of payment records must be preserved at all times. Remote Ticket Outlets 1. Contractor’s system must allow easy on-line information updates to remote ticket outlets, with the ability to input extensive

information regarding District events. This information would possibly include directions to the District’s property, parking information, entertainer information, group sales information, as well as other pertinent information about the OC Fair and non-OC Fair events.

2. District Box Office must have the ability to control the release of all seating locations and prices for sale through the remote ticket outlets.

3. Contractor must provide special training to remote ticket outlets on District events and ensure that remote ticket outlets will provide the best customer service possible to District ticket customers. Contractor is responsible for providing all event and seating information to the remote ticket outlets and charge-by-phone operators in a timely manner.

4. Contractor’s remote ticket outlets must accommodate high volume ticket sales and process ticket customers quickly and efficiently. These outlets must be able to process a minimum of 100 people per hour during a big event on-sale.

5. Contractor must provide all ticket outlets with most current District venue seating charts within one (1) month of its creation.

6. Contractor must provide a complete list of existing and pending remote ticket outlet locations, hours and contact names. Opening dates must be included for “pending” outlets. Additionally, Contractor must list all methods of payment accepted for ticket sales at these remote locations.

7. District reserves the right to utilize hard ticket outlets when the District determines there is a need for such additional ticket distribution.

Marketing & Sponsorship

1. District will reserve all sponsorship rights to tickets sold on District premises and other possible sponsorship vehicles, including ticket envelopes as well as utilization of ticket text for listing of sponsors. In the event District chooses not to provide its own sponsored ticket stock, Contractor shall furnish the ticket stock.


2. Contractor to provide a list of all marketing vehicles that will be made available to the District as well as commitments within these areas.

Equipment / Hardware and Software 1. Contractor will complete the replacement of the ticket printers currently on-site at the District in an amount equal to the

remaining half of the existing inventory. There will be no cost to the District for this hardware upgrade.

2. Contractor’s system must compete in speed with a seasoned ticket seller selling hard tickets.

3. Contractor’s ticket printers must be quiet, with the option of counter-top-ejecting ticket printers or regular, side ejecting ticket printers and have the ability for some or all of the ticket printers to utilize varying sizes of ticket stock.

4. Contractor to provide software updates as needed and arrange for associated training of box office staff.

5. Contractor to provide for the initial and on-going training of all box office personnel. During the run of each annual OC Fair, Contractor must provide on-site operational and technical support during all operating hours of the OC Fair Gate Admissions office. This support will be provided at no cost to the District.

6. Contractor’s system must have the demonstrated capability to interface with IBM or compatible personal computers and or networks, with the proven ability to transport sales figures directly from the system to popular spreadsheet or other accounting software packages.

7. Contractor shall provide a minimum of three (3) employees for support during large ticketed Pacific Amphitheatre events. These employees shall be provided at no cost to the District.

8. All costs associated with connection of computerized ticketing system to desired locations on District grounds, as well as connection to Contractor’s main computer, are the responsibility of the Contractor. These costs include all data communication lines. Contractor may utilize District’s in-house twisted pair communication system or network cable system.

Exclusivity

1. Contractor agrees that outside promoters who bring events to the District may sell tickets through the ticket service provider of their choice.

CONTRACTOR AGREES:

The District’s Request for Proposal (RFP) for Computerized Ticketing Services, CT-05-12, dated October 30, 2012, is on file in the Office of the 32nd District Agricultural Association and the Division of Fairs and Expositions’ Office in Sacramento, and is incorporated herein by reference and made a part of this agreement. The Contractor’s proposal for Computerized Ticketing Services, dated December 7, 2012 is on file in the Office of the 32nd District Agricultural Association and the Division of Fairs and Expositions’ Office in Sacramento, and is incorporated herein by reference and made part of this agreement. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract. DISTRICT AGREES: The term of this contract is from April 1, 2013 – March 31, 2015, with three (3) one-year options to renew. The agreement options are to be exercised independently and at the sole discretion of the District.

To pay the Contractor a total amount not to exceed THREE HUNDRED NINETY THOUSAND DOLLARS ($390,000.00) based upon the rate of $0.02 per ticket printing fee as shown in the Contractor’s Financial Proposal.

Estimated price breakdown is as follows:

2013 2014 2015 2016 2017 $75,000.00 $75,000.00 $80,000.00 $80,000.00 $80,000.00

SA-25-13CT TICKETMASTER, LLC PAGE 8 2013 A. Ticket Print Fee:

Maximum Charge Proposed Charge $.02 Paid Tickets $.02 Paid Tickets

$0.00 Complimentary Tickets $0.00 Complimentary Tickets B. Credit Card Processing Fee:

Maximum Charge Proposed Charge 2.3% 2.3%

C. Revenue Sharing and Will Call Handling Fees:

Minimum Revenue Sharing Service Charges Proposed Charge

$0.05 $0.05

Will Call Handling Fees Minimum Percentage Proposed Percentage

50% 50%

D. Service Charges: The following are to be the contractual service charges for all events. The District reserves the right to re-negotiate services charges for particular events when it is deemed necessary to the success of the event.

All OC Fair & Event Center Events

Ticket Price Service Charge Revenue Share

per Ticket Outlet Phone & Internet $0.01 - $5.00 $0.50 $0.50 $0.05 $5.01 - $10.00 $0.75 $0.75 $0.07 $10.01 - $15.00 $1.25 $1.25 $0.12 $15.01 - $20.00 $1.75 $1.75 $0.17 $20.01 - $25.00 $2.25 $2.25 $0.22 $25.01 - $30.00 $2.75 $2.75 $0.27 $30.01 - $35.00 $3.25 $3.25 $0.32 $35.01 - $40.00 $3.75 $3.75 $0.37 $40.01 - $45.00 $4.25 $4.25 $0.42 $45.01 - $50.00 $4.75 $4.75 $0.47 $50.01 - $55.00 $5.25 $5.25 $0.52 $55.01 - $60.00 $5.75 $5.75 $0.57 $60.01 - $65.00 $6.25 $6.25 $0.62 $65.01 - $70.00 $6.75 $6.75 $0.67

70.00 + $7.25 $7.25 $0.72

All Events Brought to OC Fair & Event Center by Outside Promoters $0.01 - $10.01 $0.50 $1.00 $0.05 $10.01 - $20.00 $1.00 $1.50 $0.10 $20.01 - $30.00 $1.50 $2.00 $0.15

SA-25-13CT TICKETMASTER, LLC PAGE 9 2013 (CONT.): E. Financial Benefits: Contractor will provide a signing bonus of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) to be paid in the amount of TWO HUNDRED THOUSAND ($200,000.00) upon contract execution, followed by equal payments of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) at the beginning of each contract year in 2015, 2016 and 2017. 2014 A. Ticket Print Fee:

B. Credit Card Processing Fee:




$0.05 $0.05


50% 50%

D. Service Charges: The following are to be the contractual service charges for all events. The District reserves the right to re-negotiate service charges for particular events when it is deemed necessary to the success of the event.


$0.00 Complimentary Tickets $0.00 Complimentary Tickets



per Ticket Outlet Phone & Internet $0.01 - $5.00 $0.51 $0.51 $0.05 $5.01 - $10.00 $0.77 $0.77 $0.08 $10.01 - $15.00 $1.28 $1.28 $0.13 $15.01 - $20.00 $1.78 $1.78 $0.18 $20.01 - $25.00 $2.30 $2.30 $0.23 $25.01 - $30.00 $2.81 $2.81 $0.28 $30.01 - $35.00 $3.32 $3.32 $0.33 $35.01 - $40.00 $3.83 $3.83 $0.38 $40.01 - $45.00 $4.45 $4.35 $0.43 $45.01 - $50.00 $4.86 $4.86 $0.49 $50.01 - $55.00 $5.37 $5.37 $0.54 $55.01 - $60.00 $5.88 $5.88 $0.59 $60.01 - $65.00 $6.39 $6.39 $0.64 $65.01 - $70.00 $6.90 $6.90 $0.69

70.00+ $7.41 $7.41 $0.74

SA-25-13CT TICKETMASTER, LLC PAGE 10 2014 (CONT.):

All Events Brought to OC Fair & Event Center by Outside Promoters

2015 Option Year A. Ticket Print Fee:


$.00 Complimentary Tickets $.00 Complimentary B. Credit Card Processing Fee:




$0.05 $0.05


50% 50%



TICKET PRICE SERVICE CHARGE REVENUE SHARE PER TICKET OUTLET PHONE/INTERNET 0.01 - 5.00 $0.52 $0.52 $0.05 5.01 - 10.00 $0.79 $0.79 $0.08 10.01 - 15.00 $1.31 $1.31 $0.13 15.01 - 20.00 $1.82 $1.82 $0.18 20.01 - 25.00 $2.35 $2.35 $0.25 25.01 - 30.00 $2.88 $2.88 $0.29 30.01 - 35.00 $3.39 $3.39 $0.34 35.01 - 40.00 $3.92 $3.92 $0.39 40.01 - 45.00 $4.45 $4.45 $0.44 45.01 - 50.00 $4.98 $4.98 $0.50 50.01 - 55.00 $5.49 $5.49 $0.55 55.01 - 60.00 $6.01 $6.01 $0.60 60.01 - 65.00 $6.53 $6.53 $0.65 65.01 - 70.00 $7.06 $7.06 $0.71

70.00 + $7.58 $7.58 $0.76

$0.01 - $10.01 $0.50 $1.00 $0.05 $10.01 - $20.00 $1.00 $1.50 $0.10 $20.01 - $30.00 $1.50 $2.00 $0.15


2015 Option Year (CONT.):


E. Financial Benefits: In the event the District exercises the option to renew, Contractor shall provide to the District a signing bonus of ONE HUNDRED THOUSAND DOLLARS ($100,000) at the commencement of the 2015 option year. 2016 Option Year A. Ticket Print Fee:


$.00 Complimentary Tickets $.00 Complimentary B. Credit Card Processing Fee:




$0.05 $0.05


50% 50%

SA-25-13CT TICKETMASTER, LLC PAGE 12 2016 Option Year (CONT.): D. Service Charges:

The following are to be the contractual service charges for all events. The District reserves the right to re-negotiate services charges for particular events when it is deemed necessary to the success of the event.


TICKET PRICE SERVICE CHARGE REVENUE SHARE PER TICKET OUTLET PHONE/INTERNET 0.01 - 5.00 $0.53 $0.53 $0.05 5.01 - 10.00 $0.81 $0.81 $0.08 10.01 - 15.00 $1.34 $1.34 $0.13 15.01 - 20.00 $1.86 $1.86 $0.19 20.01 - 25.00 $2.40 $2.40 $0.24 25.01 - 30.00 $2.94 $2.94 $0.29 30.01 - 35.00 $3.46 $3.46 $0.35 35.01 - 40.00 $4.01 $4.01 $0.40 40.01 - 45.00 $4.55 $4.55 $0.45 45.01 - 50.00 $5.09 $5.09 $0.51 50.01 - 55.00 $5.61 $5.61 $0.56 55.01 - 60.00 $6.15 $6.15 $0.61 60.01 - 65.00 $6.68 $6.68 $0.67 65.01 - 70.00 $7.22 $7.22 $0.72

70.00 + $7.75 $7.75 $0.77


E. Financial Benefits: In the event the District exercises the option to renew, Contractor shall provide to the District a signing bonus of ONE HUNDRED THOUSAND DOLLARS ($100,000) at the commencement of the 2016 option year.

2017 Option Year A. Ticket Print Fee:

Maximum Charge Proposed Charge

$.02 Paid Tickets $.02 Paid Tickets

$0.00 Complimentary Tickets $0.00 Complimentary Tickets B. Credit Card Processing Fee:


SA-25-13CT TICKETMASTER, LLC PAGE 13 2017 Option Year (CONT.): C. Revenue Sharing and Will Call Handling Fees:


$0.05 $0.05


50% 50%


All Events Brought to OC Fair & Event Center by Outside Promoters

1 - $10.01 $0.50 $1.00 $0.05 $10.01 - $20.00 $1.00 $1.50 $0.10 $20.01 - $30.00 $1.50 $2.00 $0.15

E. Financial Benefits: In the event the District exercises the option to renew, Contractor shall provide to the District a signing bonus of ONE HUNDRED THOUSAND DOLLARS ($100,000) at the commencement of the 2017 option year.



per Ticket Outlet Phone & Internet $0.01 - $5.00 $0.54 $0.54 $0.05 $5.01 - $10.00 $.81 $0.81 $0.08 $10.01 - $15.00 $1.37 $1.37 $0.14 $15.01 - $20.00 $1.90 $1.90 $0.19 $20.01 - $25.00 $2.45 $2.45 $0.24 $25.01 - $30.00 $3.01 $3.01 $0.30 $30.01 - $35.00 $3.54 $3.54 $0.35 $35.01 - $40.00 $4.10 $4.10 $0.41 $40.01 - $45.00 $4.65 $4.65 $0.46 $45.01 - $50.00 $5.03 $5.03 $0.50 $50.01 - $55.00 $5.74 $5.74 $0.57 $55.01 - $60.00 $6.29 $6.29 $0.63 $60.01 - $65.00 $6.83 $6.83 $0.68 $65.01 - $70.00 $7.38 $7.38 $0.74

$70.00+ $7.92 $7.92 $0.79


EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5935-31 $18,750.00 5935-34 $18,750.00 5935-71 $37,500.00 5935-72 $75,000.00 PAYMENT PROVISIONS: Net 30 upon satisfactory completion of services herein required and upon receipt of proper invoice. All invoices are to be itemized and be addressed as follows:

OC Fair & Event Center Attn: Accounts Payable

88 Fair Drive Costa Mesa, CA 92626

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-29-13FT REGISTRATION NUMBER 1262346 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME


COSTA MESA POLICE DEPARTMENT 2. The term of this 07/12/13 through 08/11/13 FED ID: Agreement is:

3. The maximum amount $380,000.00 of this Agreement is:


Exhibit A – Scope of Work – To provide and coordinate traffic management services at the Page 1 – 2 2013 OC Fair. See Page 2 for additional detail. Exhibit B – Budget Detail and Payment Provisions (Attached hereto as part of this agreement) Page 3 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 4 – 7 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 8 – 11 Exhibit - D* Special Terms and Conditions Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language



COSTA MESA POLICE DEPARTMENT BY (Authorized Signature)



Tom Gaszi, Police Chief ADDRESS P.O. Box 1200, Costa Mesa, CA 92626 (714) 754-5115





SA-29-13FT COSTA MESA POLICE DEPARTMENT PAGE 2

EXHIBIT A – SCOPE OF WORK CONTRACTOR AGREES: 1. To provide and coordinate traffic management services at the 2013 OC Fair. 2. The times and number of police personnel required are to be mutually determined by the Costa Mesa Police

Department Traffic Bureau and District Management. 3. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least

thirty (30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

STATE AGREES: 1. Contractor to be paid according to Costa Mesa Police Department fee schedule not to exceed maximum rate of

$159.96 per service hour. Total amount not to exceed THREE HUNDRED EIGHTY THOUSAND DOLLARS ($380,000.00).

2. Payment will be made no more than thirty (30) days after satisfactory completion of work herein required and upon

receipt of proper invoice.

SA-29-13FT COSTA MESA POLICE DEPARTMENT PAGE 3

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5102-51 PAYMENT PROVISIONS: Net 30 upon satisfactory completion of services herein required and receipt of proper invoice. All invoices are to be itemized, contain the District’s Purchase Order (PO) number 43653 and be addressed as follows:

OC Fair & Event Center Attn: Accounts Payable

88 Fair Drive Costa Mesa, CA 92626

.

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F_____ STD 213 (Rev 06/03) AGREEMENT NUMBER SA-30-13GA REGISTRATION NUMBER 1262418 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME


INTERNATIONAL SPEEDWAY, INC. 2. The term of this 07/13/13 through 07/13/13 FED ID: Agreement is:

3. The maximum amount $26,000.00 of this Agreement is:


Exhibit A – Scope of Work - To provide the 32nd District Agricultural Association with all labor, Pages 1 – 4 equipment and materials to produce the Annual Speedway Derby, Saturday, July 13, 2013. Exhibit B – Budget Detail and Payment Provisions Page 5 Exhibit C – General Terms and Conditions (Attached hereto as part of this agreement) Pages 6 – 9 Check mark one item below as Exhibit D: Exhibit - D Special Terms and Conditions (Attached hereto as part of this agreement) Pages 10 – 13 Exhibit - D* Special Terms and Conditions Exhibit E – House Rider/Performance Agreement (Attached hereto as part of this agreement) Pages 14 – 17 Exhibit F – Insurance Requirements (Attached hereto as part of this agreement) Pages 18 – 19 Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.ols.dgs.ca.gov/Standard+Language



INTERNATIONAL SPEEDWAY, INC. BY (Authorized Signature)



Brad Oxley ADDRESS P.O. Box 3334, San Clemente, CA 92672-3334 (949) 492-9933





SA-30-13GA INTERNATIONAL SPEEDWAY, INC. PAGE 2

EXHIBIT A – SCOPE OF WORK CONTRACTOR AGREES: To provide the 32nd District Agricultural Association with all labor, equipment and materials to produce the Annual Speedway Fair Derby, Saturday, July 13, 2013. Event to begin at 8:00 p.m. and conclude by 10:00 p.m.

a. Each rider must complete and sign a participation waiver provided by an OC Fair & Event Center representative. Waivers must be delivered to the OC Fair & Event Center prior to any race participation, including warm-ups.

b. To provide and pay all prize monies and trophies. Total purse: EIGHT THOUSAND DOLLARS ($8,000.00).

c. To provide a professional event announcer. The event announcer may promote non-Fair International Speedway events at an interval approved by the District’s Entertainment Director. The event announcer will also promote specific OC Fair events as detailed by the District’s OC Fair Entertainment Director.

d. To provide a singer to perform the “National Anthem”.

e. To provide track and stadium preparation, including arena cover-up.

f. To provide all required equipment to facilitate the event.

g. To promote contracted event via Contractor’s email, mailer, mobile (if available) and website prior to the 2013 OC Fair.

h. To include all administrative costs.

i. To provide participant and public liability insurance.

j. To provide emergency service personnel as required by Contractor’s insurance provider. Programs: a. The Contractor will provide programs for the races.

b. The Contractor may provide programs free to the public without payment of any fees to the District, unless the advertising income and the value of tickets exchanged to finance the program exceeds the cost of producing and printing the programs. The Contractor shall provide the District with evidence of the cost of production of the program and the value of the tickets exchanged.

c. In the event the Contractor elects to sell programs, the District is to receive 30% of gross sales, after applicable sales taxes.

Participants/Staff Parking: Participant’s parking to be located in the Grandstand Arena Pits. Staff parking to be located in designated parking areas, as directed by District Management. Notice of Schedule of Events: To provide copy of all advertising and promotional material related to OC Fair time racing.

Race: a. No race to begin without an ambulance on standby in the “Pit Area”. Ambulance to be provided by contractor. b. No alcoholic beverages to be consumed in the “Pit Area” or by anyone involved in the production of races prior to the

scheduled race and during the racing program. Contractor accepts the responsibility for monitoring and enforcing this restriction.

c. The “Pit Area” to be restricted to participants, mechanics and officials until the race program is concluded. d. Repair and maintenance of all vehicles to be done in designated “Pit Area” only. e. To adhere to all State of California building, safety and fire codes and laws.

Sound: a. To be held responsible for the installation of the effective and approved mufflers, on all participant’s vehicles in motorized

racing events, to reduce noise as to be in compliance with rules and regulations of this contract regarding noise as recommended in good faith by District Management and in order to comply with applicable law and/or court orders. Contractor fully understands that the decibel levels are to be recorded of each motorcycle crossing the finish line with a checkered flag. Specific decibel levels and distances shall be ninety-five (95) dba measured at one hundred feet (100’) from the source which may be modified by District Management, in good faith, at a later date if deemed necessary.

b. Sound system will be set at a decibel level specified by District Management. The use of the sound system in an outside area on the Fairgrounds shall not be permitted to continue after 10:00 p.m. Violations of the decibel level or termination time of the use of the sound system will be subject to discontinued use of the sound system.

SA-30-13GA INTERNATIONAL SPEEDWAY, INC. PAGE 3 CONTRACTOR AGREES (CONT): Concession Privilege: Contractor may sell at no commission, T-shirts, buttons and other souvenirs that relate to the races and events produced by Contractor, within confines of Grandstand Arena during the Speedway Fair Derby.

Food/Alcoholic Beverage Concession: District retains all concession rights for the sale of food, beverage and alcohol in and about the Grandstand Arena, and reserves the right to assign concession privileges and to establish and collect charges payable in consideration of the assignment of concession privileges. The existing concessionaire under the District shall have exclusive rights to cater said event. Exit Gates: Major exits shall not be obstructed or secured in the closed position.

Additional Costs: All costs deemed necessary and mutually agreed upon and incurred by the District on behalf of the Contractor will be billed.

Acceptance of Grounds: Contractor accepts the grounds as they exist. Should Contractor view an area and feel it is unsafe, Contractor should report the area immediately to the District.

Injuries: All injuries must be reported immediately to the District’s Security personnel, giving the name of individual, type of injury, location of injury and description of how injury occurred.

Decorative Materials: a. All decorating material must be removed by the Contractor at the conclusion of the event. b. The use of staples, nails, tacks or cellophane tape for the attachment of decorations to the Fairground facilities and

equipment is prohibited. Masking tape and duct tape is permitted. Signs: That the OC Fair & Event Center has exclusive sponsorship rights to this event. It is the responsibility of the Contractor to inform non-Fair sponsors that they may not participate in this event unless permission has been given by the OC Fair & Event Center Entertainment Director. In the event that non-Fair International Speedway Sponsors arrive at the Fair-owned event, it is the responsibility of the Contractor to inform non-Fair sponsors that they cannot set up.

Arrival of Items: All articles, exhibits, displays and materials shall be brought into District facilities only at such entrances and during such hours as designated by District. Contractor assumes all responsibility for any goods or materials which may be placed in storage with Contractor before, during or after event.

Distribution Outside Contracted Space: No distribution of any tickets, circulars, or advertising materials of any description will be permitted outside of the Contractor’s contracted area, nor will the posting of any directional or advertising signs be permitted outside of the Contractor’s contracted area.

Equipment: Any and all requirements in the set-up, staging or conduct of said events will be provided at Contractor’s expense.

Additional: a. The Contractor is fully responsible for the behavior and actions of all riders and participants, all rider and participant guests

given access to the backstage/PIT area, all employees of International Speedway and all sub-contractors provided by the Contractor to facilitate the event. No alcohol or any other controlled substance may be taken while any of the aforementioned are on the OC Fair & Event Center grounds. If any riders or participants violate this restriction, they will not be allowed to participate in the event and the rider portion of the event fee will be reduced by 10% per incident. Employees of the International Speedway are expected to act in a professional manner at all times while on the OC Fair & Event Center grounds. If employees of the International Speedway abandon their responsibilities in advance of the event, during the event or following the event, it is the expectation that International Speedway will provide a fully qualified replacement or that the performance fee will be reduced by an appropriate amount.

SA-30-13GA INTERNATIONAL SPEEDWAY, INC. PAGE 4 CONTRACTOR AGREES (CONT): b. The International Speedway is responsible for the oversight of all rider, participant, guest and employee activity in the

backstage/PIT area, including but not limited to behavior, parking and registration. c. The District reserves the right to terminate any contract, at any time by giving the Contractor notice in writing at least thirty

(30) days prior to the date when such termination shall become effective. Such termination shall relieve the District of further payment, obligations, and/or performances required in the terms of the contract.

STATE AGREES: Facilities: To provide the Grandstand Arena (Production Trailer, Grandstand Ticket Office, Grandstand Restrooms, Racetrack, entire area fenced in and enclosed for seating of the public and Pit Area for participants). Staff: To provide event security, parking staff ushers, ticket sellers, ticket takers and event maintenance staff. Parking: To provide adequate parking for the public spectators. Payment: To pay Contractor the total sum not to exceed TWENTY SIX THOUSAND DOLLARS ($26,000.00) upon satisfactory completion of work herein required.

SA-30-13GA INTERNATIONAL SPEEDWAY, INC. PAGE 5

EXHIBIT B – BUDGET DETAIL & PAYMENT PROVISIONS BUDGET DETAIL: District Account #: 5100-70 $3,000.00 5770-70 $23,000.00 PAYMENT PROVISIONS: To pay Contractor upon satisfactory completion of work herein required on Saturday, July 13, 2013.

STATE OF CALIFORNIA STANDARD AGREEMENT R_____ A_____ F__

the mission of ocfec is… celebration of orange ......71660 1/10/2013 the o'hagan group, inc....

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