Board of Directors Meeting – January 26, 2017

Board of Directors Meeting 1/26/2017 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)

NOTICE OF MEETING 32ND District Agricultural Association OCFEC Board of Directors Thursday, January 26, 2017 9:00 a.m.

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

Board of Directors

Nick Berardino, Board Chair Barbara Bagneris, Vice Chair

Gerardo Mouet, Member    Ashleigh Aitken, Member Stanley Tkaczyk, Member    Douglas La Belle, 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 December 15, 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-001-17HB; SA-002-17GE; SA-003-17PA; SA-004-17HB; SA-005-17IO; SA-006-17HB; SA-007-17HB; SA-008-17HB; SA-010-17HB; SA-011-17HB; SA-012-17HB; SA-013-17IO; SA-014-17GE; SA-015-17GE; SA-016-17GE; SA-017-17GE; SA-018-17GE; SA-028-17PA; SA-029-17GE; SA-028-17PA; SA-029-17GE; SA-244-16YR; R1670032

B. Amendments: SA-244-16YR (Amend. #1)

C. Rental Agreements: R-113-16; R-175-16; R-180-16; R-181-16; R-182-16; R-183-16; R-009-17; R-010-17; R-011-17; R-012-17; R-043-17; R-045-17; R-052-17; R-054-17; R-062-17; R-064-17; R-065-17; R-066-17

D. Active Joint Powers Authority Agreements: None

E. 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-

9. GOVERNANCE PROCESS 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 (Director Mouet) ii. Heroes Hall Veterans Foundation Board (Chair Berardino, Director La Belle) iii. Financial Monitoring Committee (Vice Chair Bagneris, Director Pham) iv. Workers Memorial Task Force (Chair Berardino, Director Aitken) v. 2017 OC Fair City Liaison Committee (Director La Belle, Director Cervantes) vi. Legislative Monitoring Task Force (Chair Berardino, Director Aitken) vii. Master Site Plan Task Force (Director La Belle, Director Ruiz) viii. Tenant Liaison Committee (Director Tkaczyk, Chair Berardino) ix. Consumer Initiatives Task Force (Director Tkaczyk, Vice Chair Bagneris) x. Agricultural Committee (Director Mouet, Director Cervantes)

B. Pacific Symphony Partnership Information Item

C. Centennial Farm Foundation Memorandum of Understanding and CEO Cover Letter Action Item

D. Capital Budget Contingency Fund Approval Process Action Item

E. 2017 OC Fair Theme Presentation Information item

F. Board of Directors Fair Attendance Award Action Item

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

G. Master Site Plan Stakeholder Meeting – Board of Directors Session Information 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).)




Respectfully submitted,

Kathy Kramer CFE, CMP Secretary-Treasurer Chief Executive Officer, OCFEC Date of notice: 4:00 p.m. January 13, 2017