Board of Directors Meeting – October 27, 2016

Board of Directors Meeting 10/27/2016 9:00 AM to 1:00 PM Administration Building
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The mission of OCFEC is… CELEBRATION OF ORANGE COUNTY’S COMMUNITIES, INTERESTS, AGRICULTURE AND HERITAGE (with results justifying resources expended)


32ND District Agricultural Association OCFEC Board of Directors Thursday, October 27, 2016 9:00 a.m.

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

Board of Directors

Gerardo Mouet, Board Chair
Nick Berardino, Vice Chair

Ashleigh Aitken, Member      Stanley Tkaczyk, Member
Douglas La Belle, Member      Barbara Bagneris, Member
Sandra Cervantes, Member    Robert Ruiz, Member
Newton Pham, Member

Secretary-Treasurer    32nd DAA Counsel
Kathy Kramer CFE, CMP    Josh Caplan
Chief Executive Officer, OCFEC    Office of the California Attorney General


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:



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).


4. ROLL CALL (Policy 4.5.2.B)


6. MATTERS OF PUBLIC COMMENT 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. Speakers are requested to sign in prior to the start of the meeting and are limited to three minutes.

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 September 22, 2016 Action Item

8. CONSENT CALENDAR: (Policy 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. 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-241-16MS; SA-242-16YR

B. Amendments: SA-01-16PA (Amend. #1); SA-21-13AM (Amend. #3); SA-260-13CS (Amend. #2); SA-077-16YR (Amend. #1)

C. Interagency Agreements: R-111-16; R-125-16; R-138-16; R-143-16; R-148-16; R-149-16; R-151-16; R-152-16; R158-16; R-159-16; R-160-16; R-161-16; R-162-16; R-164-16; R-166-16; R-167-16; R-169-16; R-170-16; R-001-17; R-004-17; R-005-17; R-015-17; FT-062-16

D. Letters of Understanding: None

E. Commercial Rental Agreements: 16010; 16094; 16095; 16160; 16194; 16199; 16228; 16248; 16249; 16250; 16251; 16252; 16253; 16254; 16255; 16256; 16257; 16258; 16259; 16260; 16261; 16262; 16263; 16264; 16265; 16266

F. Concession Rental Agreements: 16578

G. Independent Amusement Rental Agreements : 16649

H. Platinum Rental Agreements: 16701; 16715; 16716; 16717; 16733; 16737

I. Correspondence: Communications to the Board from the public in response to Board discussion or to comments made before the Board are to be listed on the meeting agenda and included in the Board materials as an item of public disclosure.

i. none

-End of Consent Calendar-


A. Committee / Task Force / Liaison Reports Information Item

To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair, Task Force members or Liaison 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. Centennial Farm Foundation Board (Chair Mouet) ii. Heroes Hall Foundation Board (Vice Chair Berardino, Director La Belle) iii. Financial Monitoring Committee (Director Bagneris, Director Pham) iv. Workers Memorial Task Force (Vice Chair Berardino, Director Aitken) v. 2016 O C Fair City Liaison Committee (Director La Belle, Director Cervantes) vi. Legislative Monitoring Task Force (Vice Chair Berardino, Director Aitken) vii. Master Site Plan Task Force (Director La Belle, Director Ruiz) viii. Tenant Liaison Committee (Director Tkaczyk, Director Berardino) ix. Consumer Initiatives Task Force (Director Tkaczyk, Director Bagneris) x. Agricultural Committee (Chair Mouet, Director Cervantes)

B. Review and Approve the Appointment of the Board Chair to serve on behalf of the 32nd District Agricultural Association as an Elector for the California Fair Services Authority (CFSA) Board of Directors Elections
Action Item

C. The 32nd District Agricultural Association Board of Directors delegates authority to execute all forms of agreements, contracts, and purchase orders without further authorization from the Board of Directors (Policy 2.3.5). All such agreements, contracts and purchase orders are to be submitted to the Board of Directors for review at subsequent meetings. This delegation is subject to board review at each annual meeting Action Item

D. Information Request Regarding Western Fairs Association
Action Item

E. 2016 OC Fair Profit and Loss Statement
Information Item

F. Board of Directors Nominating Task Force Recommendation and Election of Board Officers
Action Item

G. Request to Move December Board Meeting
Action Item

10. CLOSED SESSION (Closed to the Public)

A. Pending Litigation – The Board will meet in closed session to consult with legal counsel regarding the following pending litigation. [Gov. Code section 11126(e).]

i. To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, the Board of Directors will decide whether to initiate litigation. (Govt. Code, § 11126, subd. (e).)

ii. To confer with and receive advice from legal counsel regarding potential litigation involving the 32nd District Agricultural Association. Based on existing facts and circumstances, there is significant exposure to litigation against the 32nd District Agricultural Association. (Govt. Code, § 11126, subd. (e).)

B. Personnel: The Board will meet in closed session to consider the evaluation of performance of the General Manager / CEO. [Gov. Code, § 11126, subd. (a).]



********LUNCH BREAK – 45 MINUTES********




Respectfully submitted,

Kathy Kramer CFE, CMP Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 4:00 p.m. October 17, 2016