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11-2020-TDVA-Packet-1.Pdf 1 Board of Directors Meeting Wednesday, November 11, 2020, 4:00 pm Virtual Platform This virtual meeting will take place via Zoom https://zoom.us/j/94825269365?pwd=K09GVmcrcVdVQWtjM255UThBaWNsZz09 Dial-In Option: (669) 900-6833 | Meeting ID: 948 2526 9365 | Password: 1111 The TDVA Board will meet remotely on Wednesday, November 11, 2020, through the use of Zoom. Board members and staff will log in independently. To watch or participate in the virtual meeting, use the Zoom Meeting link above. You can view it from a computer or smartphone. You can view it from a computer even if you do not have a webcam. If you par- ticipate from a computer follow the instructions to install the 'Zoom Launcher'. If you participate from a smartphone you will have to download the app before joining. You do not need a Zoom account to partici- pate but it is encouraged to open a free account. You can also call in without a computer by calling (669) 900-6833 and following the prompts. The meeting ID is: 948 2526 9365 - Here is a one-minute tutorial link for Zoom users: https://youtu.be/vFhAEoCF7jg To request a mailed or electronic version of this Agenda or the supporting documentation for this meeting, please e-mail [email protected]. The Board reserves the right to take items in a different order to accomplish business in the most efficient manner, to combine two or more agenda items for consideration, and to remove items from the agenda or delay discussion relating to items on the agenda. AGENDA 1. Call to Order and Pledge of Allegiance 2. Roll Call 3. Introduction of Guests and Staff 4. Approval of Agenda (Page 1) 5. Approval of Minutes: September 29, 2020 (Page 3) 6. Public Comment (No Action Can be Taken) Public comment will be accepted at the beginning and end of the meeting and should be submitted through the Zoom chat function. A moderator will then read the comment into the record. Public com- ment can also be made prior to the meeting by emailing [email protected] by 2PM on November 11, 2020. 7. Possible Action: July 2020 Financial Statements (Page 23) 8. Possible Action: August 2020 Financial Statements (Page 25) 9. Review and Discussion: September 2020 Preliminary Financial Statements (Page 27) 2 10. Presentation and Possible Action: Fiscal Year 2019/2020 Audit – Beth Farley, Eide Bai- ley 11. Update: Event Center and Bond Issuance – Lew Feldman, Feldman, Thiel LLP & Mark Northcross, NHA Advisors 12. Possible Action: July 2021 Lights on the Lake Fireworks Display 13. Recommendations: Future Agenda Items 14. Updates by Board Members and staff This is an opportunity for Board members and staff to present updates on meetings they have at- tended, legislative matters or other items that are relevant to the mission of the Tahoe Douglas Visitors Authority. There will be no action taken on these items other than to possibly request that items be placed on future agendas or to direct staff to further investigate the matter. 15. Reports and Back Up Documents: Reports are provided on a monthly basis by the LTVA staff a. LTVA Annual Report (Page 30) b. Smith Travel Report (Page 38) c. City of South Lake Tahoe Lodging Report (Page 39) d. Douglas County Lodging Tahoe Township Year-Over-Year Comparison Report (Page 40) e. Lake Tahoe South Shore Rooms Rented Report (Page 41) f. Tahoesouth.com Web Traffic Year-Over-Year Comparison Report (Page 42) g. Noble Studio Executive Overview (Page 43) h. Douglas County / Stateline Casinos Gaming Revenue (Page 44) i. Key Staff Updates (Page 45) 16. Public Comment (No Action Can be Taken) 17. Next Meeting: Wednesday, December 9, 2020 at 4PM 18. Adjournment NOTE: We are pleased to make accommodations for members of the public who are disabled. Please notify the TDVA in writing at PO Box 6777, Stateline, NV 89449 or call (775) 588-5900 x300 prior to the meeting. In accordance with Nevada Revised Statute Chapter 241, this agenda closes three days prior to the meeting day and notice of the meeting was posted on tahoedouglasva.org and LTVA.org. This meeting was also posted on the internet through the NV State posting website at notice.nv.gov. 3 TAHOE DOUGLAS VISITORS AUTHORITY BOARD OF DIRECTORS MEETING MINUTES TUESDAY, SEPTEMBER 29, 2020 This meeting of the Tahoe Douglas Visitors Authority Board of Directors was held on Tues- day September 29, 2020 on a virtual platform. 1. Call to Order The meeting was called to order at 4:03 pm by Tim Tretton, Board Chair, and a quorum was established. 2. Roll Call Board members present: Tim Tretton, Mike Bradford, John Koster, Wesley Rice, Xenia Wunderlich Board members absent: none 3. Introduction of Guests and Staff Guests: Mark Northcross, NHA Advisors; Eileen Gallagher, Bond Underwriter, Stifel, Nicolaus & Company, Incorporated; Brian Forbath and Scott Shaver of Stradling Yocca Carleson & Rauth; Chris Kraus, Saddle Peak Hotel Advisors; Lew Feldman, Feldman Thiel LLP; Steve Teshara, Lake Tahoe South Shore Chamber of Commerce Staff: Carol Chaplin, CEO; Katharine McComb, Accounting Manager; Jennifer Skelly, Administrative Assistant 4. Motion to Approve the Agenda Motion: Rice Second: Bradford Approved: Unanimous 5. Approval September 9, 2020 Minutes Motion: Bradford Second: Wunderlich Approved: Unanimous 6. Public Comment None 7. Presentation: Federal Securities Law Disclosure Training Forbath: We wanted to provide some advice to the Board as to some of the responsibilities it has regarding Federal Securities Disclosure Laws. You will be asked in the next agenda item to approve an offering document or official statement for those bonds, and with that comes certain regulations. 4 Forbath presented the Federal Securities Law Disclosure Training deck. Bradford: Who is the reviewing attourney? Forbath: Stradling Yocca Carleson & Rauth is the firm that has been hired as bond and disclosure council and has helped prepare the documents, and we have relied heavily on reports from your various consultants. Bradford: Are you satisfied that we have met the requirements for disclosure? Forbath: Yes. There are still a few tweaks that need to be made before it is posted next week. Tretton: Is there any risk of litigation against individual Board members? Forbath: Not so long as you’ve done your due diligence and read the OS. I am not aware of any cases of individual Board member liability. Koster: So, everything looks good? Forbath: Yes. Bradford: I am confident that we have not made any misrepresentations of fact. My concern is regarding omissions – how can we be sure that we have not omitted any pertinent information? Forbath: That would only be so if you knew something regarding outstanding litigation that has not been disclosed. Northcross: Our main point of disclosure revolves around the volitility of the hospitality industry revenue. We are confident that this disclosure document conveys that volitility. Forbath: One example of non-disclosure would be, say, if you knew that Harrah’s Lake Tahoe was going to close after the sale of these bonds and did not disclose that information. Tretton: Has is been disclosed that Mont Bleu is mid-sale? Forbath: Yes. 8. Possible Action: Consideration and Possible Adoption of a Resolution Authorizing the Issuance and Sale by the Authority of its Stateline Revenue Bonds, Series 2020, Approving the Form of Certain Documents with Respect to Such Bonds; and Ratifying Action Taken by Authority Officers Toward the Issuance of Such Bonds Northcross: Before you is an authorizing resolution prepared by Stradling Yocca Carleson & Rauth that approves the legal documents necessary to sell the bonds. The primary documents needed to build the Events Center include: • Bond Indentured, which details how the business deal between the TDVA and the bond investors works – The key with this document is that the operating budget for the TDVA is second in line at risk behind the bonds. • Preliminary official statement, which is the disclosure document for investors. Again, the finance team is confident that we will be able to deliver the bonds. Rice: I am very comfortable with the process and where we are at after my review of the documents. 5 Bradford: I appreciate all of the work that went in to these documents. Where are the markets currently? Gallagher: We are at a time of unprecedented low interest rates. The markets seized in March and April and were frozen for a time, and there has been a come-back in May and June and now exists a high demand for bonds. This is a non-rated security investment and provides some stability for high-yield investors. Koster: This has been a great idea in the works for some time and will be a tremen- dous benefit to the community. Congratulations to Mike, Carol and Lew and the rest of the team. Bradford: Congratulations to Lew and Carol. Wunderlich: Congratulations to the team. Tretton: I am comfortable with these documents. Lew, do we have to state the full amount of the bond issuance? Feldman: We are at a paramount today not to exceed $120 Million. Shaver: That is included in the body of the document. Chaplin: I very much appreciate all of the hard work contributed by this team. A motion was made to adopt the resolution authorizing the issuance and sale by the Au- thority of its Stateline revenue bonds, series 2020, approving the form of certain docu- ments with respect to such bonds; and ratifying action taken by Authority officers toward the issuance of such bonds. Motion: Bradford Seconded: Rice Approved: Unanimous 9. Recommendations: Future Agenda Items None 10. Updates by Board Members and Staff None 11. Public Comment None 12. ADJOURNMENT: The meeting was adjourned at 4:42 PM 6 Municipalities in the SEC’s Crosshairs: Disclosure Responsibilities and Best Practices in an Era of Heightened Scrutiny Prepared by: Brian Forbath Stradling Yocca Carlson & Rauth, P.C.
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