Monday, June 15, 2020 (4:50 pm)

Board of Directors Meeting – June 25, 2020


Board of Directors Meeting
06/25/2020
9:00 a.m.
Administration Building / Zoom

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

How to view and/or participate in the meeting:
This meeting will not be live streamed in the usual format, but 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:

View PowerPoint Presentation
View Agenda
CEO’s Operational Announcements and Updates:
     – View Financial Packet Ending May 2020
     – View May 2020 Check Summary
View Approved Minutes
Consent Calendar:
     – View Standard Agreements – (agreement SA-134-20FT updated 6/23/2020)
     – View Rental Agreements
     – View Joint Powers Authority Agreements
     – View Judging Agreements
        Correspondence:
            – View 9 E(i)  5/27/2020: Friends and Neighbors of the Orange County 
               Fairgrounds, regarding: Potential Intellectual Property Issues in
               Virtual Fair Proposal
            – View 9E(ii)  6/08/2020: Friends and Neighbors of the Orange
                County Fairgrounds regarding: Handling of OC Market Place
            – View 9E(iii) 6/15/2020: Friends and Neighbors of the Orange County
               Fairgrounds regarding: Information Regarding Financial Condition
               of the 22nd DAA
            – View 9F(i) D2020-02: Insurance Coverage Limits – New 
               Requirements
            – View 9F(ii)  D2020-03: Guidance for Non-Essential Events during
               COVID-19
Reports and Materials for Governance Process – (Items 10A-10G):
     – View Item 10A
            – View Item 10A(iv)
            – View Item 10A(v)
            – View Item 10A(viii)
            – View Item 10A(ix)
            – View Item 10A(xii)
     – View Item 10B
     – View Item 10C
     – View item 10D
     – View Item 10E
     – View Item 10F
     – View Item 10G
View Transcript

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, June 25, 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 the June 25, 2020 Board of Directors meeting by video/teleconference via Zoom. Please use the following Zoom link or Zoom dial in information to view and/or participate in the meeting:

Join Zoom Meeting
https://us02web.zoom.us/j/89027342968?pwd=VU13NjYwMG5TQkNyUmFjNVZJbzh1QT09
Meeting ID: 890 2734 2968
Password: 156076

Zoom dial in option:
1-669-900-9128
Meeting ID: 890 2734 2968
Password: 156076

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
Sandra Cervantes, Board Chair
Natalie Rubalcava-Garcia, Vice Chair
Robert Ruiz, Member
Barbara Bagneris, Member
Ashleigh Aitken, Member
Doug La Belle, 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).)

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 May 28, 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-134-20FT; SA-135-20YR
         
          i. Standard Agreement Amendments: SA-083-18SP (Amend. #1);  
             SA-201-18SP (Amend. #1); SA-002-20SP (Amend. #1)

B. Rental Agreements: R-045-18 (Amend. #3); R-092-20; R-097-20;
     R-102-20

C. Active Joint Powers Authority Agreements (New): 03220025; 03220026;
     03220038

D. Judging Agreements: LS-003-20; HA-001-20; HA-002-20; HA-003-20;
     VA-001-20; VA-002-20; VA-003-20

E. 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 July agenda is July 10, 2020.
     i. 5/27/2020: Friends and Neighbors of the Orange County Fairgrounds,
        regarding: Potential Intellectual Property Issues in Virtual Fair Proposal
   ii. 6/08/2020: Friends and Neighbors of the Orange County Fairgrounds
       regarding: Handling of OC Market Place
 iii. 6/15/2020: Friends and Neighbors of the Orange County Fairgrounds
       regarding: Information Regarding Financial Condition of the 22nd DAA

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. D2020-02: Insurance Coverage Limits – New Requirements
    ii. D2020-03: Guidance for Non-Essential Events during COVID-19

-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 (Vice Chair 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 Rubalcava-Garcia, Committee
        Chair; Director Bagneris)
vii.  Safety & Security Committee (Chair Cervantes, Committee Chair;
        Director Ruiz)
viii. Facilities Committee (Director Aitken, Committee Chair; Director
        Pham)
ix.   Audit and Compliance Committee (Vice Chair Rubalcava-Garcia,
        Committee Chair; Director La Belle)
x.    Branding Project Ad Hoc Committee (Director Aitken)
xi.  Storage, Parking and Traffic Ad Hoc Committee (Director La Belle,
       Committee Chair; Director Bagneris)
xii. San Diego County Fair Loan Proposal Ad Hoc Committee (Director
       La Belle, Committee Chair; Director Kovacevich)

B.  Discuss May 20, 2020 Letter from Spectra Regarding Termination of OC Market Place Rental Agreement and Vote on Whether to Take Specific Action Including Enforcement, Termination or Renegotiation of OC Market Place Agreement
Action Item

C. Consideration of and Vote on an OC Fair & Event Center Solidarity Statement, and Expansion of the Community Engagement Committee to Review Diversity Issues
Action Item

D.  Review of 2018 Audit and Vote on Whether or Not to Approve Audit & Compliance Committee’s Response Letter
Action Item

E.  Presentation of Final 2020 Budget Reforecast, 2020 Cash Flow Projections and Revised 2020 Capital Projects List and Vote on Whether or Not to Approve
Action Item

F.  Consideration of and Vote on Whether or Not to Approve Use of the Costa Mesa Building by the American Red Cross for Emergency Blood Drives on July 7, 13, 27 and August 10, 2020
Action Item

G.  Presentation of 2020 Virtual Fair
Information Item

11.  BOARD OF DIRECTORS MATTERS OF INFORMATION

12.  NEXT BOARD MEETING: JULY 23, 2020

13.  ADJOURNMENT

Respectfully submitted,
Michele A. Richards
Secretary-Treasurer
Chief Executive Officer, OCFEC               Date of notice: 5:00 p.m. June 15, 2020