Board of Directors Meeting - December 17, 2020 - OC Fair & Event Center

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Monday, December 7, 2020 (5:03 pm)

Board of Directors Meeting – December 17, 2020

Board of Directors Meeting
12/17/2020
9:00 a.m.
Administration Building / Via Zoom

As permitted by Executive Order N-25-20 (issued by Governor Newsom on March 12, 2020), the OCFEC will conduct this meeting by video/teleconference via Zoom.

How to view and/or participate in the meeting:
This meeting will be conducted via Zoom. Please note the Zoom meeting will be recorded following the conclusion of the meeting and posted on the ocfair.com website. In order to view and/or participate in the meeting you must use either the Zoom link or the Zoom dial in options below:

Join Zoom Meeting
https://us02web.zoom.us/j/81845616473?pwd=T2F3N0ZFZVIwWFNWSXBtTDFVSWtQZz09
Meeting ID: 818 4561 6473
Passcode: 804815

Zoom dial in option:
1-669-900-9128
Meeting ID: 818 4561 6473
Passcode: 804815
If using this dial in option you will be muted upon joining the meeting. To mute and un-mute yourself press *6 on your phone. Please note: please remain muted until it is your turn to speak as indicated by the meeting secretary.

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 17, 2020
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.)

As permitted by Executive Order N-25-20 (issued by Governor Newsom on March 12, 2020), the OCFEC will conduct this meeting by video/teleconference via Zoom. (Link above)

Please note, if you wish to attend the meeting in person, social distancing protocols will be in place.

OC Fair & Event Center offers free use of WiFi during public Board meetings. The WiFi password will be provided at the meeting.

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

iii. To confer with counsel, discuss, and consider the following pending litigation to which the 32nd DAA is a party. 32nd District Agricultural Association v. Ovations Fanfare, L.P., et al., Orange County Superior Court, Case No. 30-2020-01161661-CU-CO-CJC

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.)]

6. CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

7. MINUTES:
A. Board meeting held November 19, 2020
Action Item

8. 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.

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 (New): ~~SA-006-21SM~~

i. Standard Agreement Amendments: R1870031

B. Rental Agreements: R-008-21; R-009-21; R-014-21; ~~R-125-20~~

i. Rental Agreement Amendments: R-121-20 (Amend. #1)

C. Active Joint Powers Authority Agreements (New): None.

D. Correspondence:
Communications to the Board from members of public related to OCFEC business are identified below and included with the Board materials (available on the OCFEC website). Note that this agenda item includes only those communication(s) that were sent to the entire Board and CEO before the publication of this month’s agenda. The deadline for correspondence to be included on the October agenda is October 9, 2020.
i. 11/18/2020: Reggie Mundekis – November 2020 Board Meeting
Agenda Item Comments

E. 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. None.

-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. Leadership Committee (Chair Rubalcava-Garcia, Committee Chair; Vice Chair La Belle)
ii. Financial Monitoring and Audit Committee (Director Pham, Committee Chair; Director Bagneris)
iii. Facilities Committee (Director Aitken, Committee Chair; Director Ruiz)
iv. Governance Committee (Director Cervantes, Committee Chair; Chair Rubalcava-Garcia)
v. Community Affairs Committee (Director Kovacevich, Committee Chair; Director Ruiz
vi. Centennial Farm Foundation Liaison (Director Cervantes)
vii. Heroes Hall Veterans Foundation Liaison (Vice Chair La Belle)

B. Review of 2019 Audit and Vote on Whether or Not to Approve and File with California Department of Food and Agriculture (CDFA)
Action Item

C. Update on 2021 OC Fair Planning
Information Item

D. Presentation of CEO’s 2021 Budget Summary Letter
Information Item

E. Presentation of Anticipated 2021 RFPs and Discuss Whether or Not Board Committee Review is Needed
Action Item

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

12. NEXT BOARD MEETING: JANUARY 28, 2021

13. ADJOURNMENT
Respectfully submitted,
Michele A. Richards
Secretary-Treasurer
Chief Executive Officer, OCFEC Date of notice: 5:00 p.m. December 17, 2020