December 2, 2019 (4:12 pm)

Board of Directors Meeting – December 12, 2019


Board of Directors Meeting
12/12/2019
9:00 a.m.
Administration Building

View Agenda (updated 12/9/2019)*
     *The revised agenda includes changes to the Consent Calendar (specifically Standard Agreement Amendments) putting several option year renewals on hold. These amendments will be brought back in January as an agenda item to comply with Board of Directors Governing Policy 2.4.5.A (Asset Protection – Terms of Multi-Year Service Agreements). In January, the full Board will consider and vote on those option year renewals.
CEO’s Operational Announcements and Updates (Updated 12/11/2019 – added Financial Packet ending November 2019)
View Standard Agreements
View Rental Agreements
View Joint Powers Authority Agreements
View Correspondence
View Reports and Materials for Governance Process: Items 10A – 10C (updated 12/09/2019 – additional supporting material added to Item 10C)
View PowerPoint Presentation
View Transcript
View Approved Minutes

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, December 12, 2019
9:00 a.m.

Administration Building
OC Fair & Event Center
88 Fair Drive
Costa Mesa, California
Directions: From I-405, exit Fairview Rd. heading south, approximately 1.25 miles to Arlington Dr.
Administration Building located near the corner of Fairview Rd. and Arlington Dr.
(Use Gate 4 on Arlington Dr.)

To live stream meeting, click on the link:  https://vimeo.com/user98605232

Board of Directors
Sandra Cervantes, Board Chair
Andreas Meyer, Vice Chair
Robert Ruiz, Member
Barbara Bagneris, Member
Ashleigh Aitken, Member
Doug La Belle, Member
Newton Pham, Member
Natalie Rubalcava-Garcia, Member

Secretary-Treasurer
Michele Richards
Chief Executive Officer, OCFEC

32nd DAA Counsel
Josh Caplan
Office of the California Attorney General

Please take notice that this public meeting of the 32nd District Agricultural Association, a California state institution, is being recorded using video recording equipment. Please also take notice that the 32nd District Agricultural Association will release video recordings of its public meetings where required under California law.

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 4.5.2.B)

5.  CLOSED SESSION (Closed to the Public)
A.  Personnel: The Board will meet in closed session to consider the appointment and employment of the General Manager / CEO. [Gov. Code section 11126, subd. (a)(1).]

6.  CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

7.   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.

8.  MINUTES:
A.  Board meeting held October 24, 2019
Action Item

9.   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-245-19SP; SA-004-20YR; SA-005-20YR; SA-006-20YR

B.  Amendments: SA-047-16LL (Amend. #2); SA-087-16FT (Amend. #5); SA-091-16FT(Amend. #3); SA-096-16FT (Amend. #3); SA-128-16FT (Amend. #5); SA-238-16WR (Amend. #5); SA-238-16WR (Amend. #6); SA-042-17YR (Amend. #1); SA-043-17YR (Amend. #2); SA-058-17FT (Amend. #3); SA-168-17FT (Amend. #2); SA-046-18PL (Amend. #3); SA-050-18PA (Amend. #2); SA-162-18YR (Amend. #1); SA-238-18YR (Amend. #3); SA-237-19FT (Amend. #2); SA-246-19FT (Amend. #1)

C.  Rental Agreements: R-101-19 (Amend.); R-156-19 (Amend.); R-165-19; R-165-19 (Amend.); R-166-19; R-015-20; R-016-20; R-017-20; R-018-20; R-019-20; R-020-20; R-021-20; R-022-20; R-030-20; R-035-20; R-036-20; R-037-20; R-038-20; R-039-20; R-043-20; R-044-20; R-045-20; R-046-20; R-047-20; R-048-20; R-049-20; R-052-20; R-053-20

D.  Active Joint Powers Authority Agreements (New): 03219054; 03219057

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.

F. CDFA Correspondence:
Communications to the Board from the California Department of Food & Agriculture Division of Fairs & Expositions regarding relevant topics at Fairs and Expositions.
          i.  Circular letter D2019-06: Department of Motor Vehicle Employee
               Pull Notice Program

-End of Consent Calendar-

10.  GOVERNANCE PROCESS
A.  Committee / Ad Hoc Committee / Liaison Report

Information Item

To assure compliance with the Bagley-Keene Act, Committee reports are only for the purpose of the Committee chair, Ad Hoc Committee 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.       Community Engagement Committee (Director Rubalcava-Garcia,
          Committee Chair; Director Ruiz)
ii.     Heroes Hall Veterans Foundation Board (Director La Belle, Chair
         Cervantes)
iii.    Centennial Farm Foundation (Chair Cervantes)
iv.     Financial Monitoring Committee (Director Pham, Committee
         Chair; Director La Belle)
v.      Legislative Monitoring Committee (Director Aitken, Committee
         Chair; Director Ruiz)
vi.    Governance Committee (Vice Chair Meyer, Committee Chair;
         Director Bagneris)
vii.   Safety & Security Committee (Chair Cervantes, Committee Chair;
         Vice Chair Meyer)
viii.  Facilities Committee (Director Aitken, Committee Chair; Director
         Rubalcava-Garcia)
ix.   Audit and Compliance Committee (Director Rubalcava-Garcia,
        Committee Chair; Director La Belle)
x.    Branding Project Ad Hoc Committee (Vice Chair Meyer, Committee
        Chair; Director Aitken)
xi.   Storage, Parking and Traffic Ad Hoc Committee (Director La Belle,
        Committee Chair; Director Bagneris)

B.  Confirmation and Vote on Policy Language Regarding Second Signature and Board Leadership Signature on Checks over $15,000
Action Item

C.  Consideration of and Vote on the 2020 OCFEC Operating Budget and Capital/Major Projects
Action Item

11. CLOSED SESSION (Closed to the Public)
B. 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).)

12. BOARD OF DIRECTORS MATTERS OF INFORMATION

13. NEXT BOARD MEETING:  January 16, 2020 at 5:30 p.m.

14. ADJOURNMENT
Respectfully submitted,
Michele A. Richards
Secretary-Treasurer
Chief Executive Officer, OCFEC      Date of notice: 5:00 p.m. December 2, 2019

*** The Board of Directors will be hosting a holiday reception for employees and the public immediately following the meeting.  All are welcome. ***