November 8, 2021 (4:19 pm)

Board of Directors Meeting – November 18, 2021


Board of Directors Meeting
11/18/2021
9:00 a.m.
Via Zoom

View Agenda
View PowerPoint Presentation
Consent Calendar:
     – View Standard Agreements
     – View Rental Agreements
     – View Joint Powers Authority
Reports and Materials for Governance Process – (Items 8A-8G)
     – View Item 8A
     – View Item 8B
     – View Item 8C
     – View Item 8D
     – View Item 8E
     – View Item 8F
     – View Item 8GCommittees
            – View Item 8G(ii) Finance & Audit
           – View Item 8G(iii) Facilities
            – View Item 8G(v) Community Affairs

CEO’s Operational Announcements and Updates:
View Financial Packet Ending October 31, 2021
View October 2021 Check Summary
View Transcript

32nd District Agricultural Association
OC Fair and Event Center
88 Fair Drive
Costa Mesa, CA 92626
(714) 708-1500
www.ocfair.com

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 will be holding a regular board meeting on
Thursday, November 18, 2021 at 9:00 a.m.

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. Please use the  Zoom link or Zoom dial in information to view and/or participate in the meeting:

Join Zoom Meeting
https://us02web.zoom.us/j/85322883030?pwd=Y3EyQ2FPYmdseDNRcy82SU8vbEpFUT09
Dial in option: 1-669-900-9128
Meeting ID: 853 2288 3030
Passcode: 718914

All meeting notices, agendas and materials considered by the Board during the meeting will be available online, in advance of the meeting at:
https://ocfair.com/public-information/public-meetings/

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

Secretary-Treasurer
Michele Richards
Chief Executive Officer, OCFEC

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

PUBLIC PARTICIPATION
Members of the public are encouraged to provide comment to the Board on each agenda item and may suggest items to be placed on the agenda for discussion at the next Board meeting. While the Board values the participation of the public, the Board chair reserves the right to limit the time for public comment to a maximum of three (3) minutes per speaker in order to proceed with the agenda. Public comment must be related to fair jurisdiction and placement of items on a future agenda is within the discretion of the Board.

AMERICANS WITH DISABILITIES ACT
All Board meetings must be accessible to the physically disabled. Any person needing a disability-related accommodation or modification in order to attend or participate in any Board or Committee meetings or other Fair activities may request assistance. 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 Guest Experience Supervisor, Thane Hollman at (714) 451-5946, at least five working days prior to the meeting to insure the proper arrangements can be made.

VIDEO RECORDING NOTICE
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.

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

5. MINUTES:
    
A. Board meeting held October 12, 2021
          Action Item
     B. Board meeting held October 28, 2021
          Action Item

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 all other Agenda items at the time each item is listed on the Agenda. 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. CONSENT CALENDAR:
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-004-22YR; SA-005-22YR

i. Standard Agreement Amendments: SA-035-21GE (Amend #1)

B. Rental Agreements: R-021-21; R-055-21; R-071-21; R-081-21;
     R-086-21; R-090-21; R-091-21; R-092-21

i. Rental Agreement Amendments: R-082-21 (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 December agenda is December 3, 2021.
     i. None

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-

8. GOVERNANCE PROCESS

A. Review and Vote on Whether or Not to Approve the Draft EQC
     Operating Agreement with Equestrian Services II
     Action Item

B. Presentation on the 2020 Financial Audit and Vote on Next Steps
     Action Item

C. Discussion and Vote Regarding Starting Times for the 2022 Board  
     of
Directors Meetings
     Action Item

D. Update and Discussion on the Proposed California Authority of
     Fairgrounds and Expositions Joint Powers Authority Initiative
    
Information Item

E. Presentation of the 2022 Budget and Vote on Whether or Not to
     Approve
     Action Item

F. 32nd DAA Board of Directors Committee Assignments
     Information Item

G. 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 La Belle, Committee Chair; Vice Chair Pham)

ii. Financial Monitoring and Audit Committee (Director Pham, Committee Chair; Director Bagneris)

iii. Facilities Committee (Director Ruiz, Committee Chair; Director Aitken)

iv. Governance Committee (Director Cervantes, Committee Chair; Director Rubalcava-Garcia)

v. Community Affairs Committee (Director Bagneris, Committee Chair; Director Rafiei)

vi. Centennial Farm Foundation Liaison (Director Cervantes, Director Kovacevich)

vii. Heroes Hall Veterans Foundation Liaison (Chair La Belle, Director Cervantes)

9. 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

iv.  To confer with counsel, discuss, and consider the following pending litigation to which the 32nd DAA is a party.  Adam Carleton v. 32nd District Agricultural Association, et al., Orange County Superior Court, Case No. 30-2020-01174951-CU-OE-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.)]

10. CEO’S OPERATIONAL ANNOUNCEMENTS AND UPDATES

11. BOARD OF DIRECTORS MATTERS OF INFORMATION

12. NEXT BOARD MEETING: December 16, 2021

13. ADJOURNMENT

Respectfully submitted,
Michele A. Richards
Secretary-Treasurer
Chief Executive Officer, OCFEC     Date of notice: 5:00 p.m. November 8, 2021