Notice of Meeting
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NOTICE OF MEETING The 22nd District Agricultural Association Board of Directors meeting Tuesday, March 9, 2021 1:30pm Mission Tower via ZOOM Del Mar Fairgrounds 2260 Jimmy Durante Boulevard Del Mar, California As permitted by Executive Order N-25-20 (issued by Governor Newsom on March 12, 2020), the Del Mar Fairgrounds (DMF) will conduct the March 9, 2021 Board Meeting via ZOOM teleconference. If you wish to attend and participate in the meeting via teleconference, accommodations will be made. Please check the DMF website later this week for updated information and instructions on how to participate in the meeting via ZOOM/teleconference. 22ND DAA BOARD OF DIRECTORS Richard Valdez, President Don Mosier, Director Lisa Barkett, Vice President Sam Nejabat, Director G. Joyce Rowland, Vice President Frederick Schenk, Director Michael Gelfand, Director Pierre Sleiman, Director Kathlyn Mead, Director Secretary-Treasurer 22nd DAA Counsel Carlene Moore Josh Caplan Chief Executive Officer/General Manager Office of the California Attorney General 22nd District Agricultural Association Mission Statement To manage and promote a world-class, multi-use, public assembly facility with an emphasis on agriculture, education, entertainment and recreation in a fiscally sound and environmentally conscientious manner for the benefit of all. 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 General Manager, (858) 755-1161, at least five working days prior to the meeting to insure proper arrangements can be made. Items listed on this Agenda may be considered in any order, at the discretion of the chairperson. This Agenda, and all notices required by the California Bagley-Keene Open Meeting Act, are available on the internet at: www.delmarfairgrounds.com BOARD OF DIRECTORS MEETING March 9, 2021 1:30 p.m. AGENDA 1. CALL TO ORDER – PRESIDENT RICHARD VALDEZ 2. ROLL CALL PAGE 3. CONSENT CALENDAR A. Minutes, Regular Meeting, February 9, 2021 Approval - B. 22nd District Agricultural Association (DAA) Contracts Approval 4 8 4. MANAGEMENT REPORT 9 The Board may take approval action on the Manager’s Report: A. CEO’s Report (Informational/Action) Verbal - - B. The Center update (Informational) PowerPoint - - C. Events Report (Informational) - D. Don Diego Scholarship Foundation Report (Informational) - 10-11 5. COMMITTEE REPORTS 12 The Board may take approval action on Committee Reports and New Committee Assignments: A. Horsepark Ad Hoc Committee – Michael Gelfand, Chair 1. Committee Report (Informational/Action) PowerPoint --- B. Fair Operations Committee –Frederick Schenk, Chair 1. Committee Report (Informational/Action) C. DMTC Liaison Committee – Richard Valdez, Chair 13 1. Committee Report (Informational) D. Contracts Oversight Committee – Richard Valdez, Chair 14-24 1. Committee report (Informational/Action) Verbal --- E. Community & Government Relations Committee – Don Mosier, Chair 1. Committee Report (Informational/Action) Verbal --- F. Finance Committee – Richard Valdez, Chair 1. Financial Report (Informational/Action) 2. 22nd DAA 2021 Operating Budget – Events (Informational/Action) 3. Premier 2021 Operating Budget Approval (Informational/Action) ---25-26 4. Premier P&L Statement – January 2021 (Informational/Action) 27-3 3 22nd DAA Board of Directors Meeting Agenda March 39,4 2021 G. RTA/RTLC – Richard Valdez, Chair 1. Approval of one-year RTA budget for 2021 (Informational/Action) H. Legal Committee – Richard Valdez, Chair 35-39 1. Committee Report (Informational/Action) --- 6. PUBLIC COMMENT Speakers are requested to sign in prior to the start of the meeting and are limited to three minutes. Speaker’s time may be modified based on the number of public speakers. No speaker may cede their time to another speaker. Public comments on agenda items will be accepted during the meeting as items are addressed. Public comment on issues NOT on the current Agenda is allowed. 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. 7. CLOSED EXECUTIVE SESSIONS (NOT OPEN TO THE PUBLIC) Pursuant to the authority of Government Code section 11126(a), (b), and (e), the Board of Directors will meet in closed executive sessions. The purpose of these executive sessions is: A. To confer with and receive advice from legal counsel regarding potential litigation involving the 22nd DAA. Based on existing facts and circumstances, there is significant exposure to litigation against the 22nd DAA. B. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Cabezuela, et al., v. 22nd District Agricultural Association, San Diego County Superior Court, Case No. 37-2020-0022179. To C.con To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Jerry Hollendorfer, et al., v. Del Mar Thoroughbred Club, et al., San Diego County Superior Court, Case No. 37-2019-00036284. D. To confer with counsel, discuss, and consider the following pending litigation to which the 22nd DAA is a party. Bell v. 22nd District Agricultural Association, San Diego County Superior Court, Case No. 2019-00055846. E. Personnel: The Board will meet in closed session to consider those items permitted under Government Code section 11126(a) related to the General Manager/CEO 8. RECONVENE TO OPEN SESSION A. Report on actions, if any, taken by the Board in closed executive session. 9. DIRECTORS REQUEST & CLOSING COMMENTS A. Board Communication (Informational/Action) --- 10. FOR YOUR INFORMATION A. Correspondence (Informational) 11. ADJOURNMENT 40-61 22nd DAA Board of Directors Meeting Agenda March 9, 2021 22nd DISTRICT AGRICULTURAL ASSOCIATION Board of Directors Meeting Del Mar Fairgrounds 2260 Jimmy Durante Boulevard Del Mar, CA 92014 February 9, 2021 MINUTES The 22nd District Agricultural Association (DAA), Board of Directors met via ZOOM in the Mission Tower Building at the Del Mar Fairgrounds on February 9, 2021 at 1:30 p.m. OFFICERS PRESENT: Richard Valdez, President Lisa Barkett, Vice President Joyce Rowland, Vice President Carlene Moore, Interim Chief Executive Officer, Secretary-Treasurer DIRECTORS PRESENT VIA ZOOM Michael Gelfand, Kathlyn Mead, Don Mosier, Sam Nejabat, Frederick Schenk and Pierre Sleiman DIRECTORS/OFFICERS ABSENT All Present OTHERS PRESENT Josh Caplan, Deputy Attorney General (via ZOOM) Katie Mueller, Business Services Officer – 22nd DAA Melinda Carmichael, Business Development Officer – 22nd DAA Donna O’Leary, Executive Assistant - 22nd DAA CALL TO ORDER President Richard Valdez called the meeting to order at 1:30 p.m. with a quorum present. ROLL CALL All present CONSENT CALENDAR Vice President Lisa Barkett moved to approve all items on the consent calendar. A. Minutes, Regular Meeting, January 12, 2021 B. 22nd District Agricultural Association (DAA) Contracts Approval Director Joyce R seconded the motion. President Richard Valdez, Vice President Lisa Barkett, Directors Michael Gelfand, Kathlyn Mead, Don Mosier, Sam Nejabat, Joyce Rowland, Frederick Schenk and Pierre Sleiman were in favor and the motion carried. NOMINATING COMMITTEE – Frederick Schenk, Chair Revision of Bylaws to authorize the District, in its discretion and as decided on a yearly basis, to appoint two Vice Presidents Director Frederick Schenk moved to amend the Bylaws to add a first vice president and a second vice president position at the discretion of the Board chair to be decided on a yearly basis. Director Schenk asked that Josh Caplan, Deputy Attorney General, finalize the changes to the Bylaws. Vice President Lisa Barkett seconded the motion. President Richard Valdez, Vice President Lisa Barkett, Directors Michael Gelfand, Kathlyn Mead, Don Mosier, Sam Nejabat, Joyce Rowland, Frederick Schenk and Pierre Sleiman were in favor and the motion carried. The consideration and appointment of two Vice Presidents Director Frederick Schenk moved to nominate Director Joyce Rowland to the position of second Vice President to serve with current Vice President Lisa Barkett for 2021. Vice President Lisa Barkett seconded. President Richard Valdez, Vice President Lisa Barkett, Directors Michael Gelfand, Kathlyn Mead, Don Mosier, Sam Nejabat, Joyce Rowland, Frederick Schenk and Pierre Sleiman were in favor and the motion carried. Page 4 22nd DAA Board Meeting Minutes February 9, 2021 Page 2 LEGAL COMMITTEE – Richard Valdez, Chair City of Del Mar’s Request for Affordable Housing Memorandum of Understanding (MOU) Deputy Attorney General Josh Caplan gave a brief factual background and legal analysis on the City of Del Mar’s request to enter into an MOU with the 22nd DAA with respect to affordable housing. Director Frederick Schenk motioned to have an ad hoc committee created by the Board chair in order to have further dialogue with the City of Del Mar in regards to affordable housing, but at this time the 22nd DAA will not enter into an MOU with the City of Del Mar. Director Michael Gelfand seconded the motion. President Richard Valdez, Vice President Lisa Barkett, Directors Michael Gelfand, Kathlyn Mead, Don Mosier, Sam Nejabat, Vice President Joyce Rowland, Frederick Schenk were in favor and the motion carried. Director Pierre Sleiman was not present for the vote. PUBLIC COMMENT Lori Saldana MANAGEMENT REPORT CEO’s Report Interim CEO Carlene Moore provided an update on the alternative energy provider RFP. The solar tax credits have been extended through 2023 at 26 percent so there is more time to have an overall discussion around sustainability goals and incorporate them into the 22nd DAA’s of strategic planning efforts. Interim CEO Moore reported that the fairgrounds may be able to qualify for the SBA Shuttered-Venue Operator grant. The amount of the grant could be for an amount equal to 45% of lost revenues for 2020 compared to 2019, up to a $10 million cap. At this time the SBA is not accepting applications so the District will continue to monitor that opportunity as part of the overall recovery plan.