SONOMA COUNTY FAIR & EXPOSITION, INC.

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2 SONOMA COUNTY FAIR & EXPOSITION, INC. Meeting of the Board of Directors December 18, :30p.m. Fair Board Room, 1350 Bennett Valley Road, Santa Rosa, CA 1. Call to Order AGENDA 2. Pledge of Allegiance 3. Introduction of Guests 4. Public Comments 5. Approval of Regular Agenda 6. Approval of Item 1 through 4 on the Consent Agenda The Consent Agenda includes routine financial and administrative actions that are usually approved by a single majority vote. Questions or comments are accepted, but there will be no discussion on these items prior to voting on the motion unless Board Members or the public request specific items be discussed and/or removed from the Consent Agenda and placed on the Regular Agenda under the appropriate Committee or Agenda Item. 7. President's Comments - Rob Muelrath 8. CEO and Staff Reports: Correspondence binder Upcoming Interim Event Schedule (Attachment #1) November Interim Financials (Attachment #2) Discussion and possible action regarding renewal of Casual Catering contract for board dinners, no change in pricing (Attachment #3) 2019 Fair Vendor Fees 9. Fair Operations Committee Chair Report, December 11, 2018 Recommendation to approve 2019 Fair Slogan of "Party 'Till the Cows Come Home" Recommendation to approve artwork for the 2019 Fair T.h eme Recommendation to approve renewal for one year for Casual Catering Board for the Director Patio at the same price as 2018 Recommendation to approve contract with Lonestar for the Community Theater on August 5 in the amount of $30, Competitive Exhibits, Agriculture and Educational Exhibits No meeting in December 11. Buildings & Grounds No meeting in December Discussion and possible action on approval for staff to purchase a used forklift. Not to exceed$19,000. Discussion and possible action regarding reimbursement to County General Services Department for work done on behalf of the Sonoma County Fair.. Not to exceed $40, Racing No meeting in December Discussion and possible action to approve VIP tent activities take place in the Saralee Barn- CEO

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5 Consent Agenda Sonoma County Fair DRAFT MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS Thursday, November 29, :30 p.m Bennett Valley Road, Santa Rosa, CA DIRECTORS PRESENT: Rob Muelrath, Vice President; Max Mickelsen, Treasurer; Marilyn Herzog, Past President; Lisa Carreno, Cindy Crane, Tony Geraldi, Ross Liscum, Teejay Lowe, Annette O'Kelley, Bev Palm, Wanda Tapia DIRECTORS ABSENT: Marcia Mickelson, Doug Beretta, Kevin Howe, Lisa Wittke Schaffner OTHERS PRESENT: Becky Bartling, Michael Margetts, Lorna Fox, Heather Borek, Jane Engdahl CALL TO ORDER: 5:34p.m. PLEDGE OF ALLEGIENCE: Director Palm INTRODUCTION OF GUESTS: Lisa Pheatt, County Counsel PUBLIC COMMENTS: None APPROVAL OF AGENDA: Director O'Kelley moved to approve the agenda with corrections to the Exhibits minutes to strike Shannon Leveroni from Item 10 and add Rebecca Kraker, and note that Director Crane was not present at that meeting; Director Liscum seconded the motion; the motion passed unanimously. APPROVAL OF CONSENT AGENDA - Items 1-5: Director O'Kelley moved to approve the Consent Agenda; Director Liscum seconded the motion; the motion passed unanimously. CLOSED SESSION - The Full Board met to consider the following in closed session: CEO Personal Service Agreement and Performance Review (Govt. Code Section 54957) (No salary conditions will be discussed per Government Code section 54956(b).) President Muelrath stated that the Board approved extending CEO Bartling's contract for another three years. GLOSSED SESSION - Conference with Property Manager (Government Code Section ) Property: APN Property Owner: County of Sonoma Potential Tenant: Hall Equities Group Negotiating Parties: Owner's Representative: Becky Bartling, CEO, Sonoma County Fair & Exposition, Inc. Tenant's Representative: Mark Hall, CEO Under Negotiation: Price and payment terms for potential lease of County property to Hall Equities Group. President Muelrath stated that the Board gave direction to County Counsel and CEO Bartling.

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16 Sonoma County Fair DRAFT Minutes of the Budget & Finance Committee Meeting November 20, 2018 Administration Building, Board Room Consent Agenda DIRECTORS PRESENT: Marcia Mickelson, Chair; Tony Geraldi, Wanda Tapia DIRECTORS ABSENT: Max Mickelsen, Vice Chair, Lisa Carreno NON-VOTING DIRECTORS PRESENT: None OTHERS PRESENT: Becky Bartling, Kaitlyn Findley-Thorn, Michael Margetts, Heather Borek, Julie Elliott Gallegos The meeting was called to order by Director Mickelson at 4:31p.m. APPROVAL OF THE AGENDk Director Tapia moved to approve the agenda; Director Geraldi seconded the motion; the motion passed unanimously. PUBLIC COMMENTS: None DISCUSSION AND POSSIBLE ACTION REGARDING DRAFT FINANCIAL STATEMENTS, THROUGH OCTOBER, 2018: CEO Bartling reviewed the Draft Financial Statements. Director Geraldi moved to accept the Financial Statement through October, 2018 as presented; Director Tapia seconded the motion; the motion passed unanimously. REVIEW DETAIL OF US BANK CREDIT CARD CHARGES PAID THROUGH OCTOBER 2018: No action taken. DISCUSSION AND POSSIBLE ACTION REGARDING APPROVAL OF 2018 PURCHASE ORDERS IN EXCESS OF $25,000: None. No action taken. DISCUSSION AND POSSIBLE ACTION REGARDING APPROVAL OF 2018 CONTRACTS IN EXCESS OF $25,000: None. No action taken. REVIEW OF 2018 HARVEST FAIR FINANCIAL STATEMENTS: CFO Margetts reviewed. No action taken. DISCUSSION AND POSSIBLE ACTION REGARDING 2019 BUDGET: CEO Bartling reviewed the proposed 2019 Budget. Director Tapia moved to accept the 2019 Budget as presented; Director Geraldi seconded the motion; the motion passed unanimously. REQUEST FOR FUTURE AGENDA ITEMS (NON-DISCUSSION ITEM): None. There being no further business, Director Geraldi moved to adjourn the meeting at 5:27p.m; Director Tapia seconded the motion; the motion passed unanimously. *Records are on file in the Administration Office. S:\Board\Board Materials\MINUTES\Budget & Finance Minutes\Budget 2018 Minutes\2018 November 20 Budget Minutes.docLast printed 12/13/ :31:00 PM

17 Attachment # 1 Public Interim Events December 1, January 31, 2019 December 1 -California Community Lenders, Fundraiser for Mark West Community Pre-School 1-2 -Marmot/Coleman, Warehouse Sale 1-2 -The Bay Team, Dog Agility Trials 4 -Sonoma Section FFA, Opening & Closing 6 -Wine Industry Network, North Coast Wine Industry Trade Show & Conference The Emerald Cup, Medical Cannabis Celebration Recology Sonoma-Marin, Christmas Tree Recycling Jurassic Quest Car Mart Motorcycle Training January Recology Sonoma-Marin, Christmas Tree Recycling 4-6 -Gem Faire 5-6 -San Francisco Bay Weimaraner, Dog Agiltiy Trial 9 -Sebastopol Wranglers, Horse Riding Practice 12 -California Deer Association, Annual Banquet 12 -Sonoma County Grape Growers Foundation, Recognition Dinner 12 -Sebastopol Wrangers, Barrel Racing 15 -CTE, Innovative Ag Innovation Workshop 19-Redwood Empire Gymnatics/Northbay Gymnastics Boosters/ Competition~Tentative International Dog Show; Annual Dog Conformation Show The Bay Team, Dog Agility. 23 -Sebastopol Wranglers, Horse Riding Practice Mensona Kennel Club, Dog Agiltiy Trial 29 -Sysco San Francisco, Food Show Car Mart Motorcycle Training

18 INTERIM REVENUE - November 1-30, 2018 (Prepared for 12/13/18 Buildings Grounds Committee Meeting) Attachment #2 NOVEMBER - Event Name RV Park - FEMA RV Park Xiochil Entertainment Santa Rosa Youth Football Event Type Temporary Housing RV Sites Mexican Dance Cheer Competition Facility Rented Rental Parking Food Alcohol RV Park $95, RV Park $64, Grace Pavilion $13, $6, $1, $5, Grace Pavilion & Hall $5, $5, $1, of Flowers * $95, $23, $64, $104, *** $26, $32, $12, $11, Redwood Empire Gymnatics/Northbay Management of SR Vet's Renovacion Carismatica Catolica Sonoma County Roller Derby Gymnastics Competition Religious Servces Roller Derby Hall of Flowers $5, $3, $1, $10, Garrett, Kraft & SC $7, $ Grace Pavilion $3, $ $ $1, $10, $10, $10, $8, $7, $5, $4, North Bay Carmart Redwood Gospel Mission Ragnar Events LLC Car Mart Annual Thanksgiving Banquet Relay Leg Brookwood Lot $4, Grace, HOF, Finley, - $4, Garrett & SC Kitchen Garrett, CL & Partial $3, Use of Brookwood Lot $4, $3, $4, $3, $3, Norcal Golden Retrievers Dog Agility Trials Sonoma County Farm Bureau Annual Dinner Wine Competitions Management & Wine Coding & Judging Productions Tayman Park Golf Group Golf Course Private Event Memorial Service Private Event Wedding Reception Munger, Tyler Rally Cars SRMT Motorcycle Training County of Sonoma HR Testing Sebastopol Wranglers Horse Riding Practice Goodwill Industries Donation Drop-off... Revenue from 2017 Events not returning in 2018 Lyttle Cow Palace $2, Saralee Barn $2, Grandstands & $2, Showcase Cafe Golf Course $2, Showcase Cafe $1, Showcase Cafe $1, D-Lot $1, Brookwood Lot $1, Kraft Building $ Lyttle Cow Palace $ Brookwood Lot $ $2, $2, $2, $2, $1, $2, $2, $1, $2, $1, $4, $1, $1, $ $ $1, $ $ $ $ n/a $23, *Gross Revenue includes security and insurance, which are reimbursed expenses.... NOTE REVENUE INCLUDES REVENUE FROM THE FOLLOWING EVENTS, WHICH DID NOT RETURN IN 2018: CSAA ($6,300), State Farm ($5,000), Bike Monkey ($4,737.50), Recology ($ ), Sonoma County Agility Club ($2,185), T-Mobile ($1,764.37) & Sonoma Section FFA ($300)-ADDITIONAL NOTES RELATED TO 2017 REVENUE NOT RETURNING IN 2018: CSAA & STATE FARM WERE FIRE RELATED RENTALS, RECOLOGYWAS A TEMPORARY STAGING AREA FOR THE NEW RECEPTICLES AS THEY TOOK OVER THE GARBAGE CONTRACT FROM WASTE MANAGEMENT, BIKE MONKEY DECIDED NOT TO RETURN UNTIL 2019 & SONOMA SECTION FFA MOVED EVENT TO DECEMBER (SCHOOLS WERE CLOSED IN NOVEMBER DUE TO SMOKE FROM FIRES) $263, $242, ***November 2017 RVs included fire recovery/clean-up workers, insurance adjusters, displaced residents, etc.

19 Attachment # Bennett Valley Road Santa Rosa, CA p: (707) f: (707) sonomacountyfair.com Extension to Contract #2014MY-006 Casual Catering Director Meeting Catering Services Contract December, 2018 As stated in the Request for Proposal for Catering Services for the Sonoma County Fair & Exposition, Inc. Board of Directors Meeting, "The agreement term will be for a period from September 25, 2014 and ending December 31, Three (3) one-year (1-year) extensions are provided in the agreement but are not guaranteed and may involve re-negotiation of certain operational and fiscal requirements." At the regularly scheduled Full Fair Board meeting, the Sonoma County Fair & Exposition Board of Directors approved to extend the Service Agreement for one-year (1-:-year) for the period of January 1, December 31, 2020 with the same terms and conditions as the original RFP and Agreement. This is the third extension of this contract. Contract term January 1, December 31, Rate: $20.75 per plate for the term of the extension. Larry Pietrobon Date Rebecca Bartling, CEO Sonoma County Fair & Exposition, Inc. Date At the Fairgrounds: Golf Course RV Park Jockey Club Wine Country Racing Fair Foundation

20 Sonoma County Fair & Exposition, Inc Balance Sheet Attachment #4 ASSETS Current Assets Cash in Bank and Treasury Accounts Receivable, Net Racing Settlement Receivable Prepaid Expenses Inventory of Supplies Other Current Assets Total Current Assets Property & Equipment, Net Construction in Progress Total Property & Equipment, Net of Depreciation Other Assets Restricted Cash Due From/Due (To) County for Vet's GASB 68 Deferred Outflow of Resources Total Other Assets TOTAL ASSETS 11/30/ /30/2017 Calendar Calendar YTD YTD 3,518,823 2,007, , , ,559 (143,971) 1,800 1,800 99,342 81,535 4,012,715 2,525,378 9,485,599 9,360, , ,310 9,609,491 9,498, , ,916 9,552 43, ,078 1,215,183 1,091,546 1,379,898 14,713,752 13,403,890 LIABILITIES AND EQUITY Current Liabilities Accounts Payable Scholarships Payable Accrued Expenses Racing Payable Purses Paid - (Over)/Under Other Short Term Liabilities Short Term Notes Current Portion of Long-Term Debt Deferred Income Total Current Liabilities Long Term Liabilities Long Term Note GASB 68 Deferred Inflow of Resources GASB 68 Net Pension Liability Total Long Term Liabilites 12,356 10,199 3,500 2, , ,395 82, ,790 (149,224) (454,144) 22,653 4, , , , , , ,030 2,029,925 2,157,912 2,169,423 2,424,942 NET ASSETS Investment in Capital Assets Restricted for Scholarships Restricted for Junior Livestock Auction Restricted for Long Term Note Retained Earnings - Unrestricted 8,784,099 9,350,208 19,908 12,162 61,764 64, , ,115 GASB 68 Prior Period Adjustment Profit/(Loss) Current Year TOTAL LIABILITIES AND EQUITY 1,770, ,429 14,713,752 13,403,890

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