 It is 10 o'clock and I think I see all of us. Considering we're doing this virtually, I'll do a roll call. Commissioner Cameron. Good morning. I am here. Good morning. Commissioner Brian. I am here. Commissioner Zinniga. Good morning, everyone. I'm here. Great. Good morning. So we're all here. It is a June 24th, 2021. It's 10 a.m. And we're calling to order number. Public meeting number 348. Looks like a couple more meetings. We're going to reach an important goal. We'll get, we'll get started. Just a reminder to those who are attending this meeting is being recorded. Commissioner Brian on the minutes, please. Thank you. Thank you. Thank you. Thank you. Thank you. Madam chair, there's. Meeting minutes in the packet today from April 26th, 2021. And I would move that the commission approved the minutes subject to any necessary changes for type of. Did everybody get a chance to review those. Any questions or comments for. I mean, or Tanya. Just a second. Okay. Thank you. Thank you. Thank you. Thank you. Thank you. Commissioner Cameron. I. Commissioner O'Brien. I. Commissioner. Yes. Four zero. Thank you. Thank you. Very complete as. As always. Thank you. Moving on then to the administrative update. Good morning. Good morning. Good morning. This is the first item for the administrative update. We just wanted to give an update on the survey that we did. As you recall, we had changed the COVID policy internally for the commission. And it's particularly pertains to those that are working on site, the gaming agents, racing, and some folks that are coming into the office. So we did do a survey. We got 27 responses to that survey. They felt comfortable coming to work. They generally understood the safety guidelines, and they largely trusted their colleagues are following the protocols. A few indicated reservations of being close contact with other people, which is not unexpected. But generally overall, the survey results were positive. They did not indicate that we need to make a change at this point based on the cumulative responses. But we should always be mindful of how people are feeling, because this is a tricky time. And we think about how people feel when they're at work. So I am asking managers to keep checking in, seeing how people are feeling, seeing if there are any concerns, because things may change. And we just have to keep it updated. But for the purpose of the commission, at this point, I'm not recommending that you make any changes to the policy change you made at the last meeting when we discussed, basically, that folks would come in if they vaccinated, not having to wear their masks, and following the governor's rules. So by and large, there was support for that. Does anybody have any questions on that? No questions, but positive report. Good to hear that people are feeling safe in the workplace for the most part. For the most part, that was the results of the survey. Always have to be mindful of the maybe outliers, and not everybody feels the same way. So we just have to be mindful of how people are feeling. But generally, as far as messaging and how people are feeling at work, OK, things are OK. Excellent. Thank you for that, Karen. OK, and we'll keep monitoring that. And HR is trying to keep the pulse on how people are feeling, particularly the folks that are working on site. So they'll keep at it. And we've got Bruce on. He's watching his whole gaming agents team and his field manager and his senior supervisors. They're all mindful. They know that this is a little bit tricky. I don't know, Bruce, if you have any comments on how that's going, feel. As a matter of fact, I just had a senior staff meeting and asked everybody seemed very comfortable out there. We asked if anybody felt uncomfortable going out on the floor or intermixing. And everybody said they were good. OK, OK, so we'll keep it up. And Bruce, they all know that if they wish to wear a mask, they should. Correct? Yeah, exactly. Or we told people if they felt uncomfortable going out, they didn't have to. So everybody felt comfortable. Yeah, excellent. Thank you. So we're trying here, trying to really be receptive to how people are feeling. And we'll keep the lines of communication open. OK, so the next agenda item is just an update on the public meetings. I'm going to turn it over to General Counsel Rosemann to give an update on the change in the law based on the change in the governor's executive order. So let Todd start there. And then we also have our communications division here just to talk about some options for going forward and how we're doing the meetings. Thanks, Karen. Good morning, Madam Chair, commissioners, and everybody. Happy to offer this update as to the status of the open meeting law. As you are, of course, aware, certain provisions of the open meeting law were suspended by way of executive order during the state of emergency that was declared by the governor due to the pandemic. Once the state of emergency was rescinded, that executive order sunset. So without any further action, the requirements set out in the open meeting law as it appears in general law chapter 30A, sections 18 through 25 would have resumed in full as they applied prior to the executive order. However, on June 15, chapter 20 of the Acts of 2021 was enacted, which instituted certain temporary amendments to the open meeting law. This special act did a number of other things as well that are not directly related to this. There are two principles, though, in particular, that were addressed in the executive order that have been continued in the special act that are important to recognize. First, the open meeting law requires that all meetings of a public body, such as the commission, be open to the public. Being open to the public means that members of the public have access to the meeting space where a public meeting is being conducted so as to be able to observe any public deliberations. The executive order suspended that requirement as does the new special act. And second, while the open meeting law does allow for remote participation by members of the public body, it also requires that a quorum of the body, including the chair, be present at the physical meeting location. The executive order suspended that requirement as does the new special act. With that backdrop, there are a few specifics contained in the new act that should be noted. The first is that it suspended these provisions in the open meeting law until April 1st of 2022. That is the end date for these amendments that I'll go through momentarily. The next part is that as it pertains to the public access provisions of the open meeting law, the act provides that a public body and I'm going to quote here, shall not be required to conduct its meetings in a public place that is open and physically accessible to the public, provided that if the public body does not conduct the meeting in a public place that is open and physically accessible to the public, the public body shall ensure public access to the deliberations of the public body or interested members of the public through quote, adequate alternative means of public access. And the act specifically defines what adequate alternative means of public access are. It says that that is, those are measures that provide transparency and permit timely and effective public access to the deliberations of the public body, including but not limited to providing public access through telephone, internet, satellite-enabled audio or video conferencing or any other technology that enables the public to clearly follow the proceedings of the public body while those activities are occurring. HD meetings, for example, would seem to meet that requirement. This remote access must be offered without subscription toll or similar charge to the public. So all of those are the provisions that pertain to the public access part of the amendments to the open meeting law. The next part of the act pertains to the presence of the members of the public body. And the act provides, and I'll quote here as well, that a public body may allow remote participation by all members in any meeting of the public body and a quorum of the body in the chair shall not be required to be physically present at a specified meeting location. So meeting in the fashion that the commission is doing here today, for example, is specifically allowed under the act. There are just a few other points that are worth mentioning as well. If meetings are conducted remotely, the body must ensure that anyone entitled or required to appear before it shall be able to appear remotely just as any member of the body itself. And finally, all other parts of the open meeting law and the attorney general's governing regulations otherwise remain in effect. So for example, things like the notice requirements that we're all familiar with and the role called voting requirements and things of that nature are still required under the law. So the bottom line I would submit is that conducting meetings in the fashion here that we have been doing is perfectly permissible but not mandatory, of course, under the new special act. And I can pause there and happy to turn it over to you, Madam Chair, or field any questions that would be helpful. Thank you, Councilor Grossman. Commissioners, I thought that it'd be really helpful for you to hear that update. And this is why we're able to convene today in this format and really just as we have been convening during when we were forced to do so with the onset of the pandemic. With that comes some questions for us moving forward in terms of what we might envision our meetings to be. There's choices that we can consider. I don't think that's necessarily today's meeting topic, but certainly Austin and Katrina have been thinking about the IT implications for the public meetings as well as for return to work and what that might look like. And today, they do have at least something to report on for the interim as we consider the return to work issues going forward and what our space meetings will be like in the future. That makes sense. Do you have questions for Todd now on the law itself? Eileen, you're on set. Commissioner. One that I think I'm just curious. I don't think that the legislature addressed, but you mentioned in your update that the new act sunsets, these provisions that you described, sunsets in April of 2022. Is there any indication from what they, the legislature did or didn't do as to whether any of these provisions will remain or it's really way too early to tell now? I think it's the latter. I think it's still all under review and everyone will see how this goes and take it from there. I thought so. Thank you. So commissioners and the director Griffin will continue to monitor those legislative developments. Commissioner O'Brien and commissioner Cameron, you'll remember too that we did submit a letter that to the legislature supporting continuation of the virtual meetings because we've been able to optimize participation without worry about particular licensees being on the road during a snowstorm or those kinds of concerns. Yeah, I think for the people that want to attend our meetings or do regularly, at least in our case, and I can imagine this for many other bodies. Attending it broadly is a lot more convenient. No trouble, no parking, you know, you're gonna have connectivity, but that seems to be a lot more ubiquitous these days. That's right. So commissioners, you're all set for right now. So then I think we can turn to our digital coordinator, Austin Bumpas this morning and our communications director, Lane Driscoll. Is that right, Karen? Is that the next plan? Yes, that is. Okay, great. Well, good morning. Good morning, how are you? Good, good, I like you guys. All right, so just kind of to lay out a background of what's been going on for the last, I guess, 15, 16 months, whatever it's been. So for a notice perspective, we've been posting this call in information to these HD meetings, which is just the phone number, a meeting ID, so people can kind of dial in, join by phone, but we haven't been live streaming these meetings like we had been before the pandemic where we were in the office, had this live stream computer and all these cameras and stuff. And then after these HD meetings, the video of the meeting gets posted to the website in the afternoon, and then it goes under our meeting archive section for whatever day that we're on there. Before this extension happened last week, we had kind of been in the office testing options for these hybrid meetings where we'd have commissioners in the office, whoever else in the office, and then people able to join remotely as we have been since the pandemic started. And during that testing, we kind of figured out that our live stream system that we usually use, again, before the pandemic was no longer usable. And it was kind of already feeling the effects of its age. The system has been in place for years at this point. And before the pandemic, you could kind of start to get a gauge that its age was catching up to it. And when we're looking at replacing it, the pandemic started and that was all kind of put on hold. And then the 15 months away from the office kind of seemed to put that computer away for good at this point. So just an update on kind of where we're at now, we're working on replacing that system, making sure it kind of fits our needs as we look ahead to the future, as we look ahead to hybrid capabilities or just anyone, any presenters being able to join remotely while we do the same thing we used to do. Right now we're just waiting on kind of quotes on that. We don't have a set or official kind of timeline on when we would have that new system set up in the office. But regardless, the extension kind of gave us this extra time to figure out the best solutions going forward for that public meeting room. We've ordered some equipment that I personally think will be helpful going forward if we go with a hybrid approach with commissioners and some internal speakers in the office and then people externally as well. But there are a few options that I think we can consider, both for the immediate future and then what we'll have going forward. The first option is just continue what we've been doing since March of last year where we post the calling information, the phone number and meeting ID on the meeting notice, members of the public to one by phone. And as I mentioned, we haven't been live streaming in that specific routine over the last year and a half and then we upload the meeting after the fact. For the second option for the immediate future we can do exactly what we do now but add in a live streaming piece of it through the HD meeting software itself so that people can watch these open meetings through a video embedded on our website similar to how we did before. It would free up people's phones. They could see any presentations or documents that get screen shared during the meeting and just kind of help out on that front. And then soon, like I said, we ordered equipment we'll hopefully have the capability to have commissioners, executive director Wells, general counsel Grossman in the public meeting room for this hybrid approach and have speakers they can participate in the meeting remotely as well. So if anyone from Encore, MGM, Planners Park wants to join remotely, they still could. This would again be live streamed through the HD meeting software and then would be visible through a video embedded on our website. And then further down the line when we have a new live stream computer and the new system in place in the public meeting room we can just operate exactly like we used to before the pandemic and ideally still have that capability to allow for remote participation. Say there's a weather issue like you guys brought up that might create issues for external people or if there's a speaker from Las Vegas that wants to present on research or anything like that. But all in all, live streaming is definitely a good option live streaming through the HD meeting software and onto our website, which is kind of consistent with what we were doing before the pandemic. It would allow media members, interested audience members or whatever to watch the meeting video in real time. Obviously it would allow for more kind of convenient access to the screen sharing elements whether it's a presentation or a document. And it would also just free up people's phones for obviously these can be several hour long meetings at this point it ties up your phone for all that time if you just dial in. So in the meantime, we're working with IT to kind of figure out the technical solution for hybrid meetings. And then like I said, just waiting on the timeline for the live stream system. Happy to answer any questions anyone may have and communications director Elaine Driscoll is back in the fray and able to help as well. Thank you. Commissioner Cameron. Yeah, I had one question. I know in the past when we had a commissioner who due to surgery or another reason was unable to attend in person, we called in, dialed in and were able to hear the meeting and watch it on the computer, but it was separate. And then speak kind of coordinated that speaking or asking questions, but that piece was done by phone. The other commissioners could not see the commissioner who was participating. Would that remain the same from the system you're talking about Austin? Yeah, it could in the same way that anyone could join right now via phone, like if you have your phone and just run like that, it'll to show the little phone icon or say I turned my camera off right now and was still talking to show kind of my name as what pops up on the screen. So it'd be the same exact concept. It's now just through this HD meeting vehicle rather than through a conference phone like we had in the meeting room. Commissioners. I wanna make sure I understand the difference between what we have currently and streaming with HD meeting or streaming through another piece of software. Currently members of the public can get the meeting ID or the calling number. I suppose join the meeting. They could decide not to show their faces and that's totally fine, but there's still be an icon or with their name on it or whatever they decide to put in. Is the benefit of streaming the notion that they could just look into the website and remain anonymous by virtue of not attending the meeting? Is that one of the features if I'm getting this right? Correct. So they wouldn't have to physically join the meeting. Like you said, and then also you could see cause right now when they're dialing in by phone they don't have access to see what we're showing on the screen. So it allows for that. And yeah, it's just kind of bringing up your phone in general, I guess. Commissioners, then again, I think I wanna clarify one point and Austin and Elaine please correct me if I've got this wrong. Well, when we send out the invitation to our current HD meetings, it goes to our entire team because that's just the setup we have. And then our team has to forward those invites to the participants. And under the new laws requires any participant be able to participate to the same extent if I understand correctly that we participate as commissioners. So in other words, be able to be a tile in the HD meeting or if we're alive that they would be able to be have access to our public meeting. If you're a member of the public, right now you may not join our meetings visually because they don't have the link. They only have the phone number. So for instance, Elaine has mentioned that the media who might want to join our meetings really can only unless they are forwarded the link because they asked would have to join by phone and it ties up their phone. Unfortunately, that concern was never raised to me because I get it now, right? It's hard to have your phone tied up the entire time. And I think maybe Austin's gonna get to this an alternative to, so the way that this would allow is that there'd be streaming going on just like the legislature did the other day with the sports gaming test find they had their stream going on and I watched the streaming and those who are participating got an invitation to participate through the virtual platform but I could watch the streaming of everyone at the same time. So that's the option. The other option, and I suspect Austin's gonna get to this were you planning on getting to the option of the, we could put out the link, right? On our, and with that comes a little bit of a navigation issue, right? Because then everyone could join our, have access in the exact little way that we have access right now. But that's manageable too, but does that help you? Very much, I guess I assumed incorrectly that the link was available for anybody to see that it required to be forwarded or available if I'm asking. And we've lived with that for 15 months and it's worked. It hasn't been seamless. It really requires the team to remember to send the link to participants. And it means that some folks who might at the last minute want to watch, haven't been able to watch. So the streaming allows at least watching they would not show up in our tiles. Yes, thank you. Is that Elaine's nodding her head? Elaine, do you want to elaborate? Yeah, I mean, I think, thank you, Austin. I think you did a wonderful job in covering it all. For me, it simply boils down to the fact that my preference would be if the commission agrees to provide the live stream on our website. It's simply the pre-pandemic practice and for the reasons that everybody stated, which is that it is a bit cumbersome to have to listen to a conference call for what amounts to sometimes hours at a time. Chair made the great analogy of precisely how the legislature did adjourn the sports betting hearing the other day into commissioners doing this point about convenience. And I just think that adding this element until we finalize this hybrid technical solution it makes sense in the meantime to stream on the website. If that's okay. There's no big additional cost, correct, Austin? Correct. From what I understand, it's just through basically the same software that we have now and it's just going live to wherever. Austin, is it? I know that before, I wish I understood this technology better, quite frankly, we had really great access for those who could not hear us. Is that right? Yes, it was for, we had closed caption. That doesn't, will that happen now with the streaming? Not with the current system and that's just not really, I don't think it's possible until we get the live streams like the physical computer where we could do it in the meeting room like usual. That's what I thought it would require that additional piece. So that's a bit of a challenge and we should continue to explore any enhancements on that front as we go forward. Correct. But YouTube videos do develop closed captioning as well when we upload them. Oh, they do. Oh, okay. So at least if you're watching it after the fact you could get captioning. Oh, excellent. Okay, thanks. Commissioner Bryan? No, I was just following up. I'm glad Elaine put in her preference because my question with just sending the link out is there's a control issue in terms of we don't have the technology to have two types of invites, right? A view only and then a view of the participate. So it seems like the solution is the internal invite meetings that allow participation and then the live streaming that allows you to do that without tying it in the phone. So that was the question, but it seems like the recommendation from Elaine and Austin answered that one, unless I'm wrong. Austin, that's your recommendation, right? Correct. Okay, thanks. Commissioner Cameron, do you have any questions or comments? No, I agree with the recommendation. It makes perfect sense to me that the participants are issued the link and those who just want to observe our meeting as in the past will be able to be at the live stream. So that makes sense. And Todd, that meets all of the new requirements, correct? So that could go forward for our next public meeting, right? Austin, it's pretty seamless. Yeah, it should be. For open meetings, I would say. But yeah, okay, great. Because we did not stream agenda setting before the pandemic. Right, well, the agenda setting is of course open too, but what you're saying will just be our continued practice to make it public noticed and the public is invited but they can come in by phone in those instances. Correct. Okay, excellent. This item is listed as a vote. Are we, is that not necessary? I think we preserved it, but do we have, I think. Yeah, we put that in just the abundance of caution. You know, if there's a consensus staff can go forward I don't think it's necessary, but we just wanted to make sure in case something came up that was somewhat that indicated a vote might be necessary but I think we're good. Very good, thanks. Yeah, it was an excellent recommendation that came last week. And I thought it was important for all of us to know that we're, if we were going to be streamed, that we know it in advance just, you know, as an understanding, I think it's a, I think it really is a cure to a practical problem that I wish I had understood earlier. So, great. Thank you, Austin, and thanks for, Austin and Katrina, I've really had to put on their innovation caps and it continues to evolve. I think that's the topic of lots of organizations right now. Thank you for all the effort. Thank you, Elaine. All right, can we move on to item three C? Yes, so that's the on-site casino updates. I'll turn that over to Director Lillios and Assistant Director Ban. Thanks, Karen. Good morning, Chair, good morning, commissioners. So we have a brief update for you this week starting with Plain Ridge Park Casino. And really all three of the properties are taking great advantage of their outdoor space now that it's summertime and, you know, that aligns perfectly on the pandemic piece as well. With respect to the Ridge Park, you voted to extend the boundary of their space last week. And as of this weekend, they will be taking advantage of that new, what they are terming their patio section on the racing apron. That will be open Friday and Saturday with Saturday having some live music. They are partnering on that space with a local brewery, 67 degrees, they've got their food trucks ready to go. So they expect to be making good use of that space throughout the summer. Their Revolution Lounge is going to be opening in July and they've got DJ and live music expected for that. They are targeting a July opening for fluities as well, but they are still in the process of hiring kitchen and wait staff, but they're hoping that that will open in July. With respect to Encore, their full complement of amenities are operating and they've got a complement of outdoor activities as well with outdoor music Thursday evening, starting tonight on the south lawn. Their Bear Garden that operates under their Harbor Walk Life Alcohol License Thursdays through Sunday for modest size area accommodating approximately 50 people. They've got brunches, champagne brunches scheduled for three Sundays in July on the south lawn. The nightclub had already opened weekends and is expected to be open again this weekend. MGM is pretty much status quo from our last update. They are continuing with their outdoor concert series on Friday evenings, which I understand has been well received. And as for IEB, we're continuing to work with the operational teams at each of the properties to ensure adequate security and safety measures are in place for all of these, all of these events. I know Assistant Director Banz may have some pieces on the gaming operations side for you, so I can ask him to jump in and we'll have him answer any questions you might have. Yes, I really have nothing extraordinary to report over the last couple of weeks. Except all three properties have been very busy. Operations have been going smoothly. And that's kind of what we hope to see. Been nothing but cooperation from the three properties and we continue to move forward back to normalcy. Any questions? All set. Okay. Excellent report. Thank you, Lovetta and Bruce. So Karen, does that conclude your administrative update? Yes, it does. So we're going to move on to legal division and we have our guests, Todd, if you could introduce them before we get started. Good morning. Good morning once again. Good morning, Todd. Oh, hey, Jed. So just by way of teaming this up real quick, the commission has been notified of a proposed transfer of interest of the gaming establishment that comprises MGM Springfield, essentially from the licensee to a real estate investment trust, which is, as we know, known as a REIT. And as you mentioned, Madam Chair, we're joined today by teams from the two parties in interest being MGM Growth Properties, which is the REIT and MGM Resorts International, which is of course the parent of the gaming licensees. And I do have some introductory remarks that I'd like to offer, but before I get into that, perhaps I can turn it over to Attorney Nozl, who we all are familiar with and ask him to introduce the team of guests. Thank you, Todd. Good morning, Commission. Can everybody hear me okay? Yes, we can. Great. This was indicated, I serve as principal for MGM Growth International and several of its affiliates. Some of them are appearing for each day, including Blu-Tarbury Development, as well as MGM Properties, LLC. Joining me today is our main work with the Chief Executive Officer. Excuse me, Jed. We do have feedback coming from you, and I think you'll want to be really clear. I don't know how to help you, though. It's on me, Gage. Commissioner Zuniga, do you have a suggestion from Mr. Nozl? These may have already worked itself, but if everybody can mute themselves while a single person is talking, that might help. And, Jed, you're on mute now. Jed, you're on mute. There it is. There it is. Yeah, let's try again. It was a little choppy, and we want to really be able to hear you, so thanks. It may help, Jed, if you go a little closer to the microphone. And you're on mute. I'll try to unmute you, Jed, but you are on mute again. Thanks. Let me see if I can help. Do that. Okay, you're on mute now. Let's see if we can hear you. Is that, can you hear me? And much better so far. Okay, no problem. So, Chair, thank you again. I apologize for the technical challenge. So, I'm here today on behalf of MGM Resorts International and certain of its affiliates who are collectively petitioning for a transfer in connection with MGM Springfield and MGP growth properties. I am pleased to introduce several members of the team today. First, we have James Stewart, who's the Chief Executive Officer of MGM Growth Properties, Patrick Medamba, who I think many of you know, Senior Vice President and Legal Counsel for MGM Resorts International, Laura Norton, Senior Vice President and Legal Counsel for MGM Resorts International, Jessica Cunningham, Senior Vice President, Legal Counsel and Assistant Secretary to MGM Resorts International, as well as Seth Stratton, Vice President and Legal Counsel to MGM Springfield. Thank you, Jed. Madam Chair, if I can just jump into a few introductory remarks and then we'll turn back over to our guests. So, all of our guests are here today to describe the proposed transaction in more detail and they'll certainly be available for questions as well momentarily. They're specifically here today, though, requesting that the commission opine on two narrow legal issues related to the transaction, which I'll outline for you momentarily. Before doing so, however, I thought it might be helpful to just walk through the law related to transfers of interest of the sort being proposed here today. And as you'll recall, Chapter 23K expressly allows for transfers of interest and discusses transfers in a number of areas. The commission supplemented those statutory provisions with a regulatory framework that more fully outlines the process that is codified in sections 116.08 through 116.10 of the commission's regulations. And essentially, I would submit that the regulatory process is designed to do two things. First is to ensure that the commission has an opportunity to determine whether a proposed transfer will result in any new qualifiers. And if so, to make sure that those new qualifiers submit to the RFA1 suitability review process such that an appropriate investigation may be conducted and a decision ultimately issued by the commission. And second, that the process is designed to determine whether there will be a change of control over the gaming license resulting from the transfer such that the quality of the gaming operation or any license conditions, including hosts or surrounding community commitments and other similar commitments will be affected. And the following principles apply to those considerations and govern the commission's review of a proposed transfer of interest. The sum of these come right from the statute, others come from the regs. So we start by recognizing that the law provides that no person shall transfer a gaming license, a gaming establishment or associated structure, real property, premises or facility without notification to the IEB and approval by a majority of the commission. The commission shall require anyone with a financial interest in a gaming establishment to be qualified for licensure by meeting the criteria provided in sections 12 and 16 of chapter 23K. Those are the provisions of course that offer us our suitability standards. The transfer is also subject to section 129.01 of the commission's regulations, which looks specifically at whether a transfer will result in a change of control over the gaming license. If there will be such a change, the transfer is essentially required to agree to assume all existing obligations of the licensee. And we define a change of control in the regulations to mean that it's a transfer of interest which directly or indirectly results in a person obtaining greater than 50% ownership in a gaming licensee or which results in or is likely to result in a significant change to the management or operation of a gaming licensee. In the present case, the parties have asserted that there will not be any impact to the control of the gaming license. So that is ultimately a determination that the commission will have. Whenever a person contracts to transfer any property relating to an ongoing gaming establishment as opposed to an open market transfer, under circumstances which require that the transferee be deemed suitable, the contract shall not specify a closing or settlement date which is earlier than 121 days after the submission of a completed RFA-1 application. This provision allows the IEB and the commission to investigate and at least preliminarily rule on the suitability of any new qualifiers related to the transferee. The RFA-1 application shall be accompanied by a fully executed and approved trust agreement. The trust as you'll recall is a vehicle designed to effectuate the clean separation of a transferee that may be deemed unsuitable from its interest in the gaming license or gaming establishment if that should become necessary. The law also requires that the commission hold a hearing and render a decision on what is referred to as interim authorization for the applicant. If the commission grants interim authorization, then the closing or settlement of the deal may occur prior to a final suitability determination being made. This interim authorization process was included presumably in recognition of the fact that a full suitability investigation may understandably take some time to complete and so as not to keep the deal and a holding pattern of sports, this process allows a transaction to close with only essentially a preliminary suitability determination being made and an overall assessment being made after the full investigation is complete. The commission or IEB may at any time after the grant of interim authorization though, order all of the interest subject to the transfer be transferred into the trust if there exist any reasonable cause to believe that the proposed transferee may be found unsuitable. If a prospective transferee fails or refuses to timely transfer any such interest into the trust upon direction from the commission or the IEB, the transferee shall be issued a negative determination of suitability. When it comes to the ultimate decision as to whether to approve the transfer, there are a couple of other considerations that are worth noting here. The commission may place any additional conditions or restrictions on a transfer that the commission considers suitable. The commission shall reject a gaming license transfer or transfer of interest in a gaming establishment to any unsuitable person. The commission shall not approve of any transfer that will result in the transferee having a financial interest in more than one license issued by the commission. And the commission may result, excuse me, may reject a transfer if the commission considers the transferee unsuitable. Ultimately, the commission may reject a proposed transfer that in its opinion would be, quote, disadvantageous to the interest of the commonwealth. And the commission has offered some examples of what a situation where the transfer is disadvantageous may apply. And it noted things like failure of the transferee to meet the suitability standards and any provisions of the regulations or chapter 23K are not properly followed or that there are issues related to the change of control. That's kind of a broad overview of transfers of interest as contained in the regulations and the statute. And again, the commission will have another opportunity to review many of these issues in the coming days when the parties are back for a formal interim authorization finding. But as I mentioned, they're here today for a finding relative to two narrow issues. And those two issues are whether the term of years from the resulting lease and sub lease are satisfactory under the law. And second, for approval of the trust instrument that has been submitted as required in accordance with the regulations. The term of years issue stems from a provision of chapter 23K. And in the case before you, the resulting lease that is being proposed by the parties would result in what is essentially a term of years of four term of the lease, which is 45 years. And that includes options to extend that I believe the parties will address with you more specifically. As you may recall, there's a provision in chapter 23K though that addresses the control of land on which a gaming establishment sits. And that's found in section 15, paragraph three. And I wanted to just read a part of that for you to help tee this issue up. The law provides that no applicant shall be eligible to receive a gaming license unless the applicant meets the following criteria and clearly states as part of an application that the applicant shall owner acquire within 60 days after a license has been awarded the land where the gaming establishment is proposed to be constructed. Provided, however, that ownership of the land shall include a tenancy for a term of years under a lease that extends not less than 60 years beyond the term of the gaming license issued under this chapter. And that is the end of the relevant provision. So the question is whether this provision applies to the present situation and serves as a bar to a lease that is less than the term of the license plus 60 years. You may recall the commission addressed this issue once before in 2018, when it reviewed a transaction involving primary market casino. And we can get a little bit more into detail on that as we pursue this discussion. The second issue that the parties have brought before you relates to the proposed trust instrument. By statute and regulation, a trust is, as I mentioned before, a necessary piece of any proposed transfer of interest. And the regulations spell out the required proponents of a trust that's contained in section 116.10 paragraph six. The trust instrument is required to contain such things as the identity of the trustee, the manner in which the property will be transferred in the event the commissioner of the IEB direct the property into the trust and how it'll be handled upon a final suitability determination. That's essentially the second issue that is before you're here today. And of course, we can get into more detail about those particulars as well. So that's an oversight, an overview I should say of all of the issues that are before you here today. So I'd like to stop there. I can of course take any questions about the law and regulations or Madam Chair, if it's okay, we can also turn it over to the petitioners to present their proposal. I'd suggest that we move forward and then counselor that you'd be available for questions as they arise. Does that make sense commissioners? Thank you. I can't tell Jen, I believe you're on mute again. Let me see if I can help you. There you go. Thanks, Chair. Can you hear me? We can, thank you. Okay, thank you. So as Todd indicated, the petitioners are appearing before the commission today in connection with a pending request for approval of a contractual transfer under the commission's regulations of MGM Springfield Gaming Establishment Property, ultimately from MGM to MGP Growth Properties, a publicly traded real estate trust. The transfer of the ownership of interest, including the real property relating to BluTARP's gaming establishment does not involve a change in control of the licensee BluTARP, which remains responsible for the operation of MGM Springfield and all of its license and regulatory responsibilities. Should the transaction be approved by the commission, BluTARP will continue to operate the casino, but will lease the gaming establishment property, ultimately from MGP Growth Properties, governed by a master lease between MGM and MGP. Today, as Todd indicated, we seek to review two discrete legal matters with the commission that are important for the transaction to close should the commission grant interim authorization, the form of the required trust agreement and the lease term of the sub lease. We request review of these matters in advance of the commission's interim authorization determination, as they are, if not the only, but the most important legal issues in connection with the transaction that is important and it's important to have clarity on these in advance of the closing, which will be scheduled within three business days of the interim authorization. But prior to turning to these matters, we would like to provide the commission with some background on MGP Growth Properties, which along with certain other subsidiaries and personal qualifiers seek to be qualifiers of BluTARP, as well as review the basics of the underlying transaction. So if there aren't any initial questions from the commission, I'm gonna turn it over to James Stewart and after that to Lauren Norton, who will provide an overview of the transaction and some key terms, I'll then come back to address the two issues that we discussed and explain in a little more detail why both the trust agreement and the lease term are in conformance with the Gaming Act, the commission's regulations and previous precedent of the commission. So, Mr. Stewart. Thank you very much. I'd like to thank all of you for the opportunity to present to you here this morning. I am happy, well, I was going to say, I have a very fond spot. It's only because I went, not only, but part of the reason is because I attended business school at Dartmouth College, the Tuck School, and I would drive to Boston on a regular basis over on the weekend. Did you lead with the Dartmouth thing because none of it was undergraduate? Good, well planned, Jed. And Mr. Stewart, Commissioner Zuniga's son is there now, so double Dartmouth. All right, congratulations. But you can now go back to Boston, if you'd like. Well, if he has 50% as much fun as I had, that may be a bit too much. I suggest he focus on his studies a little more, but I used to travel frequently. I'd be interviewing for jobs in New York, and so I would drive, and Boston, I would drive back and forth through Springfield very frequently and stop at the NBA Hall of Fame. I really enjoyed that. I would grab a burger, go to the NBA Hall of Fame, and then continue on with my drive. But I have loved Boston, with one exception, which is I am a Golden Knights fan, and not a brute. That's the only negative that I can say. Commissioner Cameron is shaking. Well, we have our hands full with Montreal Canadiens here already, but. We are usually pretty good at turning fans our way, but you're allowed to root for your own team. We won't hold it against you. Thank you. So I'll give a brief intro on what colloquially we just call it MGP, on what MGP is, and all about. The development out of an interesting set of circumstances that have followed along in the gaming business, really developing over the past decade, I think has actually really improved the business. So MGP, and I'm the CEO of MGP, MGP is about a $10 billion market cap real estate investment trust. We have just under a billion dollars of revenue and are 42% owned by MGM resorts, and we're a subsidiary of MGM resorts. The REAP was formed in the middle of the last decade, really due to a evolving realization that the way that the gaming business had prior funded itself was improving. And what that meant was there was a enlarging and developing pool of capital money that wanted to invest in gaming resort real estate and had really almost no options to do so. And that type of capital typically wants sort of steady current returns that we provide in the form of dividends and was quite a different sort of profile of investor than the type of investor that would invest in a gaming operator, which is a little more subject to the ups and downs the business cycle is beyond. So MGM in the middle of the last decade, and I was working with them to sort of think through how all of this would come together, separated into a real estate company, an operating company, the operating company would pay rent to the real estate company. We took the real estate company public in April, 2016. And thankfully was a terrific initial public offering really well received by the public. We raised well over a billion dollars and we're off to the races. So that permitted the operators to reduce their need to borrow significant amounts of money from the banks or bond investors or whatever in order to own, acquire or develop these types of assets because the REIT would effectively fund the sort of real estate side of things and really lets them be less levered and more nimble operators as opposed to having to raise this huge amount of money just to own and keep these types of assets going. The industry really followed the same path as the hotel industry before it. You went back into the 60s and 70s you had Hilton and Marriott and Hyatt own and operate the hotel. And the same kind of thing evolved there where nowadays you have really in almost every situation you have different investors. A lot of times it'll be institutions like pension funds and so on will own the hotel and then Hilton or Hyatt or Marriott or whoever will manage the hotel. The gaming business being later developing industry than the hotel business kind of followed that same pattern. So the REIT era is sort of upon us. And if you look at MGM or Caesars or Penn National I know you've dealt with in the plane rich situation and a lot of these other operators many of them are moving along this path because it just permits them greater access to capital in a way that is more efficient to finance own develop why are these types of assets. So we have a little presentation that I know we sent to you. I'm gonna just tick through quickly page. It numbered page two but it's the first real page of the presentation after that cover page. So we break down sort of the basics of the company into four components. The rental stream I think we're the only read at least that I know of that collected 100% of its rent throughout the past year irrespective of the terrible outcome economically from the COVID crisis. We have no near term lease expiration so there's very little risk in terms of that component. We have bought about just a little under $7 billion of other gaming real estate assets since our IPO which allowed us to diversify the portfolio. We have over $12 billion of book value of assets now on the books. The other thing is we have a corporate guarantee from MGM resorts and all of our assets are included in one big master lease. What this means is MGM pays a rent check to operate all of the assets within the lease and they have no ability to really separate out. There's no individual lease against any one asset. So if one asset isn't pulling on the ore of generating enough significant capital the other assets sure that went up and vice versa. So it's a nice situation. We've had 13 dividend increases since our IPO and when we went public we had a dividend that was $1.43 and it's now $2.06. So we have half the investors on our side who are looking to continue to invest more capital as well. So I'm pretty pleased with overall how this whole situation has come about. And if you look at the relative valuations of MGM and MGP, MGP has grown from about $5 billion to $10 billion a market cap our stock price has gone from $21 to $37. And MGM also has grown from this ballpark say $18 when this separation was announced to around $42 today, which is a really nice validation from the equity holders who invest in both. The next page of the press goes through briefly our portfolio and we show a map of the United States we're entirely US based. We have one of the things that we strive for in our business is to have a diversified operation such that you're not subject to the economic ups and downs of any one region. I think we've achieved a pretty nice balance here. We have eight assets in Las Vegas and then eight assets outside of Las Vegas in other gaming jurisdictions, Springfield, obviously. We also have Empire City, Porgatta in Atlantic City, National Harbor in Maryland in the DC area, Goldstrike in Tunica, Beaurevaug in Alexi and so on. 16 assets in total, even split. A little bit on MGM, the tenant is what we have on page four. We're in a very great position in that we have the best tenant in the business, I would say by far. All our properties they mentioned are under a master lease. MGM has over $6 billion of access to a media cash either in the form of cash or revolver. That is six times their rent check to us. So they're very, very liquid and they could, the rent is not an excessive burden to them. Company is a $21 billion company, so meaningful access to any capital. Their debt rates have gone to very low levels post this transaction about 4%. And the other nice thing that I love about having MGM as a tenant is they draw revenues and cash flows from multiple sources. And if you look on the right of this page, you see all of their different types of brands, locations, activities that go on inside the facility, ranging from everything from gaming tables to hotels to restaurants to nightclubs, so you name it. So lots of different sources of activity inside the building. Leaving us in I think a very good spot and leaving MGM in a good spot with both meaningful access to capital. No one is excessively burdened by any amounts of debt or any kind of obligation. We are 42% owned as I said by MGM, which I think is a very nice alignment of interests. And I think that that's it. So I would, I guess I'll turn it back to you, Jed, or open it up for questions, whatever you would like. Before I turn it over to my colleagues, Jessica and Laura to go through. Chair, we can pause there if there are any specific questions pertaining to MPP or we can go right to Laura and Jessica to talk a little bit more about this particular transaction. Commissioners, should we continue? Commissioner Zinnicka, it looks like you're leaning in. Yeah, just because I'd like very much to summary from Mr. Stewart, I had a sort of type of question. What makes a good candidate for the property to come into the master lease or to come into this transaction? Because not every property that MGM owns is at least currently part of this breed. Certainly the international ones would not, but can you talk a little bit about the trajectory or why most but not all of them? So one of the goals that we had that appealed most to the type of investor that invests in real estate investment trusts like this was, again, diversification across geographies which was very important because if Las Vegas has its ups and has its downs, just like any region and if you're too heavy into Las Vegas that gives people concern on whether or not if you have enough sources that are diverse enough. So that's a big component of it. Another thing that we really look for is we wanna be, we wanna have a property that is sort of the biggest and the quote unquote best meaning best fit and finish most activities going on inside it and access to lots of different customer base in a particular region. If you look at I think every property that we own that's been one of the things that we've really striven for as a company. It is always very, very nice fit and finish draws lots of different customers from the high end to the middle end and offers lots and lots of activities and what that gives us is the confidence that if there's no big movies out right now and the movie theater's not doing well, you know, the restaurants will do well and so on and so forth. With the other assets that are not in the master lease with us, they are Las Vegas owned. Since we already own 50% of our portfolio in Las Vegas, we have, it's not that we're not willing to do a transaction in Las Vegas, but I think there was more of an impetus from our own investors to try to try to first fly away from that one center in order to balance out the portfolio. Thank you. Any other questions, commissioners at this stage? All right, let's continue. Thank you. Yep, thanks. I'll turn it over to Lauren Norton. Hello, good morning, commissioners, Madam Chair. And again, I'm Lauren Norton in House Council for MGM Resorts. I apologize in advance. It looks like occasionally my video is flashing. I don't know if you see it, but I do. So if it becomes too annoying, let me know and I'll turn it off. All this great technology and everyone's smell, you get the kinks too. I'm going to provide a brief transaction overview. And if you have your presentation materials, I'd like to refer you to slide five, which has the transaction outlined. And I'd like to point out that in this slide that all of the entities that are involved in the transaction are depicted on the slide. And the slide is reflective of what occurs after the closing of the transaction. So this would be the state of the structure post-closing. You can see at the top right, there's a box, MGM. And underneath that box is a triangle for blue-tarbary development, which is, of course, the gaming licensee. And the blue-tarbary development currently sits in the organizational structure as depicted on the slide, such that blue-tarbary development will remain under MGM after completion of the transaction in the same place that it is today. There's no change of control. And this entity will continue to be the gaming licensee and the operator of the property after the transaction is completed. If you look over on the left-hand side of the chart, you'll see at the top in a circle public. Underneath the public sits MGP, which is the REIT. And at the very bottom of that column, it's MGM Springfield Redevelopment. And I'll just refer to that entity as Springfield for the purposes of our discussion today. Springfield is the owner of the real estate or the real property for MGM, Springfield. And it's the only entity that moves during this transaction. Currently, the Springfield entity is owned and resides under blue-tarb under MGM. And currently, Springfield leases the real property to blue-tarb through an inter-company lease. When the transaction occurs, it'll occur through a series of steps and all of these steps pretty much occur simultaneously. Upon completion of the transaction, the final result will be that the Springfield entity, along with that inter-company lease, will be acquired by MGM and will be dropped down to the bottom of the structure under MGM or as shown in the bottom left corner of the slide. Springfield will ultimately then lease the property to blue-tarb through a lease and a series of sub-leases. This lease is the inter-company lease and is shown on the slide as well as the sub-leases. The inter-company lease is going to remain in effect, but it will now be between Springfield redevelopment and MGP-lessor and you can see that by the dashed line to the left of those two entities. Then if you follow the dashed line over to the right-hand side of the page, you'll see that MGP-lessor in turn leases the property to MGM-lessor under the existing master lease. MGM-lessor is the entity that is the tenant for all of the MGM properties under the master lease. MGM-lessor in turn will sub-lease the property to blue-tarb under what we call an operating sub-lease. And this is the same structure for all MGM properties that are under the master lease, i.e. MGM-lessor is the landlord to all of the gaming licensees by way of an operating sub-lease. Blue-tarp again remains in place and the lease with blue-tarp provides blue-tarp the right to continue as the gaming licensee and the operator of the property. I'll pause there for a minute if there's any questions about the transaction structure. Questions? I'm presuming, commissioners, you had the graphic in front of you so you could follow. Thank you. Good. Thank you. Thank you for all that. Okay. Then I'd like to turn over to slide six or the presentation on material page six. And this is just a brief overview of some of the key lease provisions of the MGM master lease. And one of the important provisions of course is the rent. Under the master lease the rent will increase to reflect the addition of MGM Springfield property. It will increase by amount of $30 million consisting of $27 million in fixed rent and $3 million of percentage rent. The purchase price is $40 million in cash and there is a guarantee on the lease by MGM Resorts International and that guarantee will continue and apply to the lease obligations of LUTARP as well as MGM Lessie. The lease term for the Springfield property is laid out in the presentation material as well. It's already discussed the lease term is approximately 45 years. This consists of three different components. The first component being the remaining term under the existing master lease. And that'll take us out to April, 2026. After that there are five or I'm sorry, four five-year renewals total of 20 years under the existing master lease. So that takes us out to April, 2046. The seventh amendment which adds MGM Springfield to the master lease will contain four additional five-year renewals so that the total lease term then will take out to April, 2066. At the bottom you'll see a row for NNN lease. NNN lease is a triple net lease. What that means generally in the leasing community is that the tenant is responsible for taxes, insurance and all other property related costs. So LUTARP as the tenant of this particular lease will pay all of these costs under the master lease and the operating service. I'll pause there if there's any questions on the lease. Commission Zinica? Yeah, thank you. Can you just briefly explain the percentage rent? Is that a variable component? Is the 30 million of the rent annualized throughout all of the life of the renewal options? So the fixed rent component is subject to a fixed escalation each year. The percentage rent component is subject to a reset and that reset occurs every five years and it's based on net revenues of the company. Okay, thank you. You're welcome. Other questions? Oh yes, this is for this, also good for the record. All of those renewals are at the sole discretion of the tenant, right? The landlord doesn't weigh in on those renewals. Those renewals are at the tenant's option, yes. Thank you. Can I ask Mr. Grossman, do we, does the commission have any control over the tenant's obligation to extend to exercise that option? Not directly, certainly not in the lease itself. The commission and Norton and others may be able to explain this better, but there are provisions in these operating documents that recognize the commission's role in overseeing the gaming establishment and the gaming license, but there's, I don't believe there's any specific role for the commission to play in the extension of the lease itself. So what's the initial term without the exercise of the option? The initial term without the exercise of the option would take us to April, 2026. So there's approximately five years remaining. I will note that there is- How a year are we in? Yeah, so it's about five years only, but you see where I'm going, right? I will tell you that in the lease itself because we knew that it was very important for the tenant to make sure that it exercised the options and a lot of times leases will provide that the tenant has to give notice in order to exercise the option that we provided a backstop that should the tenant fail to give notice that the option would be deemed exercised so that we wouldn't have any foot faults in that respect. Okay, thank you. Quick question. This is, yeah, thank you. Do you envision any scenario in which the tenant would not exercise this extension and has it ever happened before with any of your other properties? Well, we have ground leases at the other properties. We're not wheat leases and we've always continued to exercise the extensions under those ground leases in order to keep the property going. So really I'm speculating but I don't envision that occurring. It would be a very unique situation and also we were very careful to plan for no foot faults by including that automatic extension. So that the notice would not trip us up in any way. Okay, thank you. If I may just, because I think that's a very important question but I just don't see any higher or better use than a gaming operation for the real estate which would be a scenario in which a landlord might want to not renew the lease or a tenant might not want to renew the lease because there's other alternatives. These gaming operations are really the highest and best use for the property. Chair, commissioner, if I can also add there are also other governing documents that certainly will have influence over MGM Springfield's decision to exercise an option including its gaming license and the host community agreement. So I think accurately I think Todd said the commission itself doesn't have control over the commercial transaction to the extent that it doesn't require approval in some way but there are other governing documents that certainly would be taken into consideration ensuring that the licensee continued to meet its commitments to the Commonwealth and to the host community. Really helpful, Jeff. Thank you. Also I can point out that under the existing master lease that the renewals are for all of the properties so that it's a package. So you can't just not exercise from one property and drop it from the master lease. You either have to renew for all or renew for none. That's the case up until the first four renewals under the existing master lease. Next. Jeff. Yeah, back to me, chair. Thank you. So I'm gonna first turn to the form of trust which Todd indicated was one of the two issues that we wanted to discuss with the commission today. I believe that is part of your packet. It's titled the Springfield nominee trust. And as Todd indicated as part of a transaction that involves new qualifiers of petition for commission approval of a contractual transfer must be accompanied by an executed trust agreement under the gaming act and the commission's regulations. And Todd also went through the basic requirements of that trust. The trust may be necessary after interim authorization if a suitability issue arises for the transferee in such a case the commission's regulations provide that the property subject to the transfer be placed in trust pending the IEB's determination ultimately of the transferee's suitability. If the trend, go ahead. I think that's, if I could just pause. The characterization of the, I thought I heard Todd say that too. Ultimately, it's IEB will make a recommendation to the gaming commission, correct? It's the commission's determination of suitability, correct? I just want to make sure that. Yes, okay. Chair, I apologize. Yes, I probably am using the terms interchangeably where I should be a bit more precise but the regulation specifically refers to the commission. Right, and the statute, and the statute. And the statute. Okay, thank you. Yeah, no problem, no problem. So again, if the transferee is ultimately found unsuitable the property may be transferred from the trust back to the transferee. If the transferee is ultimately found suitable after that process then the property certainly can be, the transaction can continue to be closed and essentially we'd be done with it at that point. So really the purpose of the trust agreement is to allow for continuous ownership and operation of the gaming establishment by a suitable qualifier during such time the commission investigates suitability concerns of the transferee after interim authorization and or in the end operate the gaming establishment if the transferee ultimately is found unsuitable until the property can be transferred to a suitable party. In connection with the Springfield nominee trust and the MGP MGM transaction we do have an additional feature that would allow the property subject to the transaction to be transferred back to BluTARP or to the trust should a suitability issue arise for the transferee. Under the agreement between MGP and MGM under the trust BluTARP may elect to have the property transferred back to BluTARP rather than placed in trust. Of course, with the commission's input and advice as well. So like the trust BluTARP would hold the property during such time the commission investigates suitability concerns of the transferee after interim authorization or continue to own the gaming establishment if MGP is ultimately found unsuitable. If you recall a similar option was contained in the form of trust and transaction approved by the commission in connection with the PPC GLPI re-transaction in 2018 which like MGP and MGM's transaction only involve the transfer of ownership interests in the gaming establishment real estate and not any interest in the gaming license or any other change of control. There is a difference however with what the commission approved in connection with the PPC GLPI re-transaction and what we have in front of you today in connection with the MGP MGM form of trust. And that is that the transferor in this case BluTARP determines whether to take the property back or place it in trust, not the transfer E as was the case in the PPC GLPI re-transaction. The Springfield nominee trust and MGP MGM transaction improves on the option that was approved by the commission in the PPC GLPI re-transaction by placing that election to have the property placed in trust or transferred back in the hands of a current qualified licensee as opposed to the transfer E who may be having suitability concerns with the commission at that time. So the Springfield trust otherwise meets the requirements of 205 CMR 116.106. And as we indicated earlier we would respectfully request that the commission approve that form in advance of interim authorization. So, Jen. Chair. I had thought that maybe we were gonna start with the other issue because that was gonna be simpler. And then you just threw in a new issue for me to digest and I have to say I had trouble following it. I do have questions regarding the agreement. I don't know if my fellow commissioners I wanna defer to them first but if you will allow me and perhaps my fellow commissioners to digest all of this with many questions I look forward to asking them. Commissioners, do you have questions that you'd like to start or would you like me to start? Okay, Commissioner O'Brien. I don't know if you've had a chance to look at the agreement. I have to say typically we might have been a little bit in a better position but we did get this rather late. So everything I ask maybe completely, you know something you can clarify very quickly and I am gonna have to ask you to clarify perhaps after I ask my first questions what you say deviates from our regulations. So I understand our job today is to make sure that this agreement complies with the regulations which of course spinoff from the statute, right? Precisely I think section 19 C3. I think my first question and I interrupted my apologies but it's because I was wanting to make sure I heard correctly. My first question is relative to section 2K. And if I touch on something that is part of the deviation please, please, you know, interject. But this is where you say that the parties to the MTA acknowledge that the transfer of property contemplated that they're under a subject to the approval of the gaming commission. And then in the event after we grant interim authorization I understand there's gonna be a closing three days after that and then we'll continue our suitability review that after granting interim authorization for the transfer contemplated by the MTA if we find recent cause to believe that MTP or any of its subsidiaries or controlled affiliates as determined by the commission may be found unsuitable and let's skip that middle clause first, the OR clause. The beneficiary and that's Mr. Stewart, right? She'll promptly transfer all of its rights to Blu-Tarp. And that's because we've found that there's there's an unsuitability issue. So it would immediately transfer. But in the middle there's and I think that makes sense to me and I think that sort of addresses many of the regs in terms of clause two of 205 CMR 116-10 and then further down subsection eight, seven and eight and nine. But then there's the clause in between or there's the beneficiaries otherwise directed by the IEP. I think that way that's written, it looks like then it might have been collapsing provision, subsection six A and B together. I think that the IEP exercises its discretion with respect to the transfer to the trustee under A but I don't believe the IEP can on its own discretion make the decision of unsuitability and then it would automatically go from MGP to Blu-Tarp. I think you have to come back to us so that the commission decides whether it's unsuitable or not. Meaning the commission, correct? To the commission. I mean, the IEP has a lot of discretion on certain things but it looks like our regs really contemplate that it's not only in section two but even it's down in eight and nine, subsection eight, nine that I'm not sure what form it is whether it's an adjudicatory hearing or a public hearing but that we would make the decision of unsuitability before the asset would be delivered to Blu-Tarp. But Blu-Tarp is the current owner. Right, I understand that this is about really about whether we make the decision of suitability versus the IEP making the decision on its own. Yeah, I think that's key. Can you tell me again what section are you specifically? Oh, this is our regs. And so, because we have to ultimately have a vote whether 205 CMR 116.10, subsection six, this trust agreement meets those requirements. And I think, am I reading that correctly, Chad? Or am I missing it? Because I hate throwing a mention here but I have a couple of other issues. Yeah, I think, I really think here, you know, I want to go back, you know, first to something you said that the trust itself sort of deviates from the regs and from the statute. You know, it's our position that it doesn't. It contains an additional option in connection with meeting those regulations. Okay. As to the particular issue here, you know, what's intended here is really for this to be an automatic to get the property out of the hands of an entity that the commission has determined has some level of suitability concerns and transfer it back to Glutar for the trust. This entire interim authorization and this piece is, you know, from my perspective to have that be done all just about as a matter of right. Certainly with the input of the commission to get that property out of someone who's who's has suitability concerns. So I can't, I can't come up, I guess, share with a scenario where I guess that wouldn't be approved. And I think this was intended to operate, you know, in, in from a mechanical sense for that to happen. As soon as the commission raised those issues, it gets transferred. Transferred back to the current owner, which is Glutar. Right. But it's a finding of unsuitability, right? Well, no, no, that's what that's what it says. As determined by the commission, maybe found unsuitable in the trust fund in the trust. And that's also with our, so we have, you know, what I'm what I'm really trying to do is say that. If the investigation starts to reveal something troublesome. I don't think. And then I look at also section. Subsection. One 16. Sorry, it's hard to follow. 10 subsection. Eight. Trust agreement. So we may operative until the commission issues, the transfer of positive determination of suitability, or the commission issues, the transfer, a negative finding of suitability, and the trust residence deposit is disposed of in accordance with subsection nine. So I just think that it looks like it comes to us. And, but I feel like that clause suggests that the IEP could say, you know, we're finding something. And then it automatically transfers back to Blutar. Is that what you're, is that what you were imagining or am I just reading it? I think, I think chair that tracks the language of the wreck. Did you think that the number of total. Particular section C, A, again, for purposes of during this period in interim authorization. And then you have here. In section a, or otherwise directed to do so by the bureau in its discretion pending suitability determination. By commission. So I look at there's a difference between. Excuse me. for to the trust. Right, but that's not ultimately your finding of suitability in connection with a final determination. That's just if the IEV raises a concern. And they really have broad discretion to determine the seriousness of that. To me, it automatically then triggers it going to BluTARP or to the trust at that point. I don't see that. I don't see that you have to help me further. I don't see that that's that IEV raising a concern automatically. Yeah. Chair, can I help with one with one point in the document? Sure, sure. Thank you. I should. In the trust agreement in 2K, it recognizes your authority to during the authorization period. So 2K, the way that it's written and and to large extent with the one exception that Jed pointed out, this trust tracks the language of the prior retransaction that was before the commission. But any event, it very clearly says that in K, 2K, that in the event of the commission, not the IEV, the event of the mission after granting interim authorization for the transfer contemplated by the MTA, finds reasonable cause to believe that MGP are any of its subsidiaries. So it's the commission that's that's ultimately finding its recognized in the trust agreement finds reasonable cause to believe. So why don't we have the next or clause? What's the or clause in there? Or or if the beneficiary is otherwise directed to do so by the commission's IEV. That that's a section 6A. But that's with respect to the transfer to the trust and not was a finding of unsuitability. So I think it's I think it's misplaced. I see that the I think the IEV has discretion with respect to the transfer of the trust. But ultimately, and of course, this is difficult. That is the the IEV would bring to the commission concerns about suitability, and then it would be up to the commission to determine now one of the concerns might be, you know, what kind of a hearing that looks like. And I think help me if I'm wrong, Councillor Grosman, but that hearing could be an adjudicatory hearing that's not public necessarily. So would you would you have would you delete that or? I would recommend that. But I and then I do have a couple of other nets. So on the other net would be I don't see. I don't see subsection C address, you know, I'm not worried about it, but that's on the timely submission of the application for it, but I just don't see it in the agreement. And then there's one other provision in, you know, we're not a party to this, but we are agreeing to it. So subsection or section four on page four, it says notwithstanding any provisions. This is with respect to compensation for you, Pat. It does say that the beneficiary shall not amend the provisions without the prior written approval of the trustee and the commission. And then it says which such approval shall not be unreasonable with how conditioned or delayed. And, you know, we're not party to this. So I don't know how. You're not party to it. Yeah, I don't see why that's in there. That's just, you know, just if we approve this, we're agreeing to those two things that I think that they might, and then I do need to understand again, the additional piece that Jed, you talked about, if you could just maybe show it to me in the agreement itself, that'd be really helpful. Sure, it's actually back to that language chair, back in Kay, and really when you get to the end of that section, where it says shall promptly transfer all of its right title and interest in the property to BluTARP, and then you have an or to the trustee at BluTARP's option. Oh, there it is. Yeah, it was, there's that flip. It was, it was flipped. So when we looked at the prior trust agreement that had been approved by the commission, the optionality was that essentially the applicant had done, who had not been found suitable. And even though it was approved previously, we thought that the commission would be more comfortable if it's the existing qualifier that decides on the transfer as opposed to a person who has just been found to have reasonable cause to believe that there could be a suitability issue. So we've been- So that language was in the prior agreement, and but it wasn't in the, but is it in the red too, also somewhere, Jed? No, that I described as additive to the regulatory requirements. We're giving another option, which we think is actually to be quite frank in the better interest of the commonwealth. Yeah. I understand. So we, and I know we're talking about some of the language here, I think that's why I go back to this trust meets the statutory regulatory requirements and then has to me an enhanced option that can be exercised here. Not anything inconsistent. Yeah. I understand that now. Thank you to seeing the language inspired for me to follow. Yeah. So with respect to the one substantive, and then the one- Yeah, sure. I want, go ahead. No, go ahead. I'm sorry. Oh, no, I have nothing else. Yeah, I just wanted to go ahead, Pat. Sorry. So just by and large, we tried to literally simply track the language of the previously approved trust. So as not to raise any new issues, but I certainly appreciate, particularly your last point with respect that you're not a party to the agreement and that can be easily corrected. Well, and I'm sorry, of course, I'm the one commissioner that wasn't part of the earlier commission, but I did do my homework and I did watch the hearing. I unfortunately did not review the trust agreement that was executed last time. So I wasn't sure if it actually tracked the exact same language. I think you have improved it with what Jetta said. And I think that maybe my suggestions would be an additional improvement if my fellow commissioners agree, but I do know that ultimately we do have to, at least I think Councilor Grossman would like us to find that the trust does track the requirements of our regs and of course our statute. And I would just say there's a couple of things there that would, if they were eliminated, that clause in section 12, probably not necessary. I mean, I'm sorry, okay. And then that one in four where you really aren't a party. So I would just take that out. And then if it could be executed again, I don't think it delays your timeframe, right? Not too much. Not at all. These are very easy changes to make to take out the wording between the two commas in terms of the issue with the IEB taking the compensation out, which by the way, just for the record, it's zero. And in any event. I was gonna say, that's why I called it a net. I called it a net. I didn't do a real good job of debating for myself, my comp. I'm glad to leave it to the commission to help me with that, but not seriousness that can be quickly fixed as well. I'm fine with those both two fixes. I see those two points. I think, taking out the discretion of the IEB relative to the authorization of the commission does no harm and it aligns with, I think the intention, Kathy, of the approval of ultimate coming from the commission and your notion about the party is another as Pat says, easy fix. Is it possible, if in fact commission is inclined to approve this today, could it be approved with the delegated authority in terms of getting the wording satisfactory to everyone on the couple of nits? And I think, Chair, there might be one other or now. I want to go back to a commissioner of Brian and commissioner Karen, commissioner O'Brien, have you had a chance? I want to follow up on the discussion about the latter part of the language in K. My memory of why the discretion of IEB was in there is in case we needed to move by the lack that we lacked as a commission if they found something. So I just want to hear from Loretta or Todd on that before we go striking the language or talking about striking the language because that was my memory of why. Commissioner O'Brien, I'm sorry, I missed the part that the why, I'm sorry, I couldn't quite hear you. I just want to share a little bit more from IEB and Todd because my memory of when we did this the last time was that the potential to need to move with the lack that we as a commission wouldn't necessarily have if IEB came in information that they wanted to quickly transfer it back ownership-wise that that's why that was in there for K. Maybe that's not accurate, but before we go talking about striking the language, I just wanted a little bit more of a discussion from IEB or Todd on that. You know, Commissioner O'Brien, I don't have a clear memory as to why that was, it's in the regulations as was pointed out. It's in section 6A, which gives the IEB discretion to order the property into the trust. I don't have a clear memory as to why that was included, but the purpose you mentioned makes good sense. That's into the trust as opposed to out of the trust. So the language in the right is into, not out of. And then if there's a determination of unsuitability, it would go back to the licensee or this new provision where the licensee could say, well, let's keep it back in the trust. But that's how I read the rag. And so I thought that it seemed, it did seem inconsistent with the rag, which is, you know, what I knew our job was to review it. I think IEB has that discretion. In terms of the suitability, I don't think, you know, I think the statute does require us to make that determination as opposed to IEB. Well, we make the final determination. And I'm just wondering if there's some interaction, which is why the language is in there. So the interim authorization regulation is, to one extent or another, modeled after a New Jersey statute, which is the only other jurisdiction. No kidding. I feel like I'm kidding. No kidding. And well, because, and as I think about it, so the way that the jurisdiction was structured was you have a Division of Gaming Enforcement, which you have now, which has the enforcement role, but it's a separate state agency. And the IEB essentially fills that role in the Massachusetts system. And then you have the commission. But it is distinctly different. It's not bifurcated. And that is a distinction. It is. And so since the division doesn't hold public meetings and what have you, but it is essentially the body charged with investigating, the way the interim authorization is set up there is that the division would raise that issue. The issue of whether there's reasonable calls to believe that someone's going to be found insutable, which is an interim casino authorization triggering event. I suspect that that's how the language got into the population in Massachusetts. Yeah. Yeah, and that's exactly what I was thinking. We just have a different statute. We have a different mandate than New Jersey. But we like New Jersey a whole lot. It was those darn New Jersey lawyers that got that in there. I think that's probably right. I can think of one, I know. Yeah, I think we're all thinking of the same person. Yeah. So Commissioner Bryan, is that helpful? Yeah, that's also for me. Thanks. OK, great. So Commissioner Cameron, do you have questions or observations? I'm in agreement that those changes are probably make it a stronger document and more accurately reflect the regulations and the statute. So I'm fine with both. Thank you. Thank you. And I think Pat raised a good question. And I think it's probably something we can manage through a proper motion if we're set to move would be somehow to approve just subject to those changes being made. I want to make sure we have that language, right? Commissioner Bryan, I always turn to you for help on our motions in Councilor Grossman. And Jed, does this work for you? Yeah, Commissioner, of course. And this is why we wanted to bring these issues up early to get this impact and have this dialogue. It would be very helpful to us if we could still have it approved subject to those changes and maybe delegate authority to the general council or staff to ensure that it's in conformance with the commission's wishes. Yeah. Karen, does that work for you too? There we go. Yes, it does. I think that's fine. Yeah. And Loretta. So can you clarify exactly the language that you're looking to strike from K? And so I think on the comma after unsuitable becomes a period and the rest of it is I actually think it would delete the clause between the two commas. And now you would keep the first comma because then the beneficiary shall promptly transfer all of its right upon the once the commission may be termed by the commission may be found unsuitable. It's the clause or if ending with in its discretion. Yeah. And so they keep. Yeah. Yep, that's right. And then the other one was just that wonderful unreasonable clause that we all know at the end of section four on page four, that last clause, which is such a proven. So it'd be subject to that. And I'm comfortable with having a counsel Grossman manage that. That makes sense. So if we clarify in discussion, it's easier to do a motion saying consistent with what was ultimately agreed to. I think that works. In that second question, I promise, Jed, for me. Chair, maybe we'll just entertain a second motion to approve the four years that's consistent with the statute. I don't want to take I don't want to steal the feet from the jobs of victory here. No, no, no, no, exactly. But thank you for your patience. OK, Commissioner, do we have them? Do we have a motion or do we have any further questions for our guests on this topic? The overview on the business was great. I know we'll continue to get updates on that. Commissioner Cameron, Commissioner Zuniga, you all set? OK, we have a motion. That would be great. Thanks. Well, I can make a motion relative to the term and comment or you were expecting a motion relative to the trust. Let's just do the trust agreement first. And I think there's a presentation on the term. Thanks. OK. All right. Madam Chair, I move that the commission find that the Springfield nominee trust discussed today and as further specifically amended for discussion today meets the requirements set out in 205 CMR 116.10 sub six. Check on that. It's subject to the discussion. And then I think we want to discuss. And then do we need to clarify that Councillor Grossman will follow up on the seeing the next trust? I mean, I think it's. If it's not executed properly, then it's not a lawful trust. But OK, you're not good. Perfect. I think as a practical matter, I think we're all in agreement. But I don't think that needs to be in the thank you. Thank you. OK. And Commissioner Zuniga, you've seconded that second. All right. Any further questions? Commissioner Cameron. Aye. Commissioner O'Brien. Aye. Commissioner Zuniga. Aye. And I vote yes for zero. Thank you, Tanya. Excellent. And now the other the other narrow issue for today, Chad. Thanks, Chair. And I'll try to be brief here as well. So as as discussed earlier and presented by Laura, we have a lease here that incorporate incorporating all the renewals is 45 years. And that includes the initial term of the master lease, the master lease renewal, and the renewals under the seventh amendment to the lease. So as Todd outlined under the Gaming Act and Commission's regulations, the sale of an interest in a gaming establishment's property is permitted but requires notice and approval by the commission. The commission may reject a sale of an interest in gaming establishments real estate if the commission considers the transfer unsuitable or stated more succinctly in the commission's regulations. The commission may reject a transfer requiring approval that it finds would be disadvantageous to the interests of the common law. Either the Gaming Act nor the Commission regulations contains requirements for a sub-lease of property by a licensee that is related to the gaming establishment. Any lease term therefore may be approved by the commission as long as it doesn't violate any law regulation and that the transfer is not unsuitable or disadvantageous to the interest of the common law. As Todd pointed out, in reviewing the lease term, the commission has previously looked at whether Chapter 23K, Section 153, which requires an applicant for licensure to demonstrate ownership of land where a gaming establishment is proposed to be constructed include a lease term that extends not less than 60 years. And while the commission has found that the 60 year requirement doesn't apply to a licensee in connection with the type of transaction that's before it today, the petitioner is recognized too that stability of ownership in a gaming establishment property is important. And in addition, the commission has raised concerns or didn't raise concerns, I should say, in connection with PPC GLPI sub-lease term, which was approximately 35 years, which was ultimately approved as part of that particular transaction. So, Chair, here we have a 45 year lease term. It's permissible under the Gaming Act and the commission's regulations. It's not otherwise disadvantageous to the Commonwealth. The term, including all the extensions, will be in place till approximately 2066. We went through the renewal options in a little more detail. And again, there is no change in control under the sub-lease. FUTAR remains the license holder and the operator of the gaming establishment. And we therefore would request that the commission finds that the lease term is consistent with the Gaming Act, commission regulations, and prior precedent. Thank you. Questions, comments? Commissioner Zuniga. Yeah, just a comment that I'm prepared to agree that the section 15.3 does not really apply to this situation, specifically the term for all of the things that Jed was outlining, including the earlier part of the presentation. He emphasized the notion of the applicant and they are now licensees. I believe what that section in the statute contemplated was the potential for somebody to receive a license and then turn out to not be able to construct the establishment as they promised because they didn't have actual control of the land. But that situation is clearly not with us. The license conditions for construction and development that were placed on the licensee were clearly fulfilled. And all of the other things that Jed was noting that all the conditions remained and that the control does not leave but are et cetera I think also apply. I would actually go on to argue that this is actually an advantageous transaction as we have seen before for the Commonwealth. In the matter that this is a good way for get better cost of capital as we all know from the REITs and more stability relative to the operations as well. That's right. Commissioner Cameron, Commissioner O'Brien. Just to point out that this presentation is very, very helpful, but we did have the benefit of a briefing beforehand in the form of a two by two. And I always feel fortunate to do that with Commissioner Zaniga because he does have extensive knowledge with these and he made the point that this is advantageous for the Commonwealth. So I'm in agreement that this is something we should approve. Commissioner O'Brien. I would agree with my fellow commissioners. I take the same position as a matter of law that I took when this came before us with PPC in the language of applicant versus licensee. And then in terms of whether it's advantageous to the Commonwealth or not, I would agree that I don't see anything that's disadvantageous to the Commonwealth. And if it's advantageous for the licensees, financial wellbeing as well, that would be advantageous to the Commonwealth. So I would agree with what you said. Thank you. I'm in agreement to, I didn't participate in the 2018 hearing. I know Commissioner O'Brien, you were new to the commission at the time and you were part of this and joined Commissioner Zaniga and Commissioner Cameron in that. I agree with the interpretation of the law. I think that if this proposal for the change were too close in time to the initial licensure or the term of the lease were too short. Obviously we have the option issue here but I'm comfortable with it. You know, I might pause and wonder if it frustrated the legislators intent. I think Commissioner Zaniga's spot on in terms of what probably was on the mind of the legislature at the time when they had this requirement. So again, if even if I do pause, I absolutely see no disadvantage. The timing is actually very similar to what you decided back with PPC about three years that this change has occurred and I do think it's an advantage and it's an important restructuring that will ultimately just enhance the operations ultimately at MGM Springfield. So thank you for that. And I do think we need a motion. So Madam Chair, I would move that the commission find that chapter 23K section 15, paragraph three relative to the term of years under a lease is not applicable to the proposed transfer of the MGM Springfield gaming establishment and that the term of years proposed in the master lease and sub lease before us is satisfactory for all the reasons discussed here today. Second. Thank you. Any further questions or comments? Councillor Grossman, thank you very much for this and we'll say our thank yous after our vote. Commissioner Cameron. Aye. Commissioner O'Brien. Aye. Commissioner Zunica. Aye. And I vote yes, four zero. Thank you, Tanya. MGM team and affiliates, thank you very, very much. Very helpful presentation. Commissioners. You're all set. Oh, thank you everyone. Thank you very much. We really do appreciate it. I will reiterate, I offer to help on my comp with the trustee. Commissioner Zunica, if you want to do that that would be great, but then I'll say it again. And Mr. Stewart, if you're making your way up to Hanover anytime, I'm class of 82 undergraduate. And so the homecoming is going to be full and open and I suspect it's going to be a really nice day. Whether it will be good. Oh, I can hardly wait. I may see my fellow commissioner there this year. So, all right, let's. It's hard to get out, you know, hotel rooms in the area at that time. So we better start planning. I know, that's what I'm saying. All right, it's already too late. Anyway, so it's always good to see somebody who knows that area. Thank you. We look forward to continuing reports and working of the successful transfers that are contemplated today. Thank you so much. Thanks, team. Thank you. Thanks, chair. Thank you. Jed, so good to see you. Hopefully, I'm gonna like soon. You too, chair. Thanks for your time. Thank you. All right. Item number five, director Lillios. And you're on mute. Thank you. You're ready. You're muted. I wonder if there's a little problem going on. Let me see if I can do it for you. I wonder if we, here we go. Okay. Thank you. I apologize. I'm sorry to do this. I'm sorry to do this. Is it possible to get just a five minute break before we get into this discussion? Commissioner Zuniga, absolutely. That's always pervasive. I just don't wanna cut it too short or one of these. That's right. And if everybody could just hold, it is 1203 and that did go a little bit longer. Thank you very much. So what if we come back at 1210? Okay. So we'll just, we'll just take a quick break. Thanks, everyone. We'll just do a quick roll call to confirm we're all here. Commissioner Cameron. I am here. Thank you. Commissioner O'Brien. Hi, Karen. And Commissioner Zuniga. So we're reconvening public meeting number 348 and we are on our item number five. Good afternoon now, Director Williams. Good afternoon. This item invite you to review the process for commission determination of the suitability of casino qualifiers. It's on for discussion today and we're looking for the commissioners to weigh in on the process. All qualifiers for our gaming licensees, both natural persons and entity qualifiers undergo a background review investigation process for suitability that's conducted by the IEB. At the conclusion of the suitability investigation by statute, the IEB makes a recommendation to the commission whether the person has met their burden of establishing suitability by clear and convincing evidence. The determination itself on suitability for casino qualifiers is up to the commission to approve or deny. And the commission makes this determination on suitability by default. You have experience at it. Currently you see qualifiers, casino qualifiers on a periodic basis. They've been coming to you at public meetings like this one. You receive the IEB's investigation report in advance with findings of the investigation and at the public meeting, the IEB, most recently it's been through Senior Enforcement Counsel Kate Hartigan. She typically summarizes the results of the investigation at your meeting and the summary is accompanied by the IEB recommendation. In recent memory, these have been what we affectionately commissioner Cameron refers to as the clean reports, resulting in positive determinations on suitability. In these public meetings, the investigators are typically present, available to answer questions. The licensee and the qualifier have been notified that the commission will consider suitability. And the determination, again, is that a public meeting has not been in an adjudicatory hearing. And typically in recent years, the qualifier has elected not to attend these public meetings. In the past, particularly during the RFA-1 process, the commission did review the suitability of qualifiers in a public setting, but in the context of a full adjudicatory hearing. Adjudicatory hearing is a defined term in the Commonwealth's Administrative Procedure Act and suffice it to say before any negative determination on suitability would have been made, an adjudicatory hearing would be required. It's through the adjudicatory process that the applicant's rights are preserved and it's through that process that would enable an applicant to seek review of any negative determination on suitability by the Superior Court. Among other things, the adjudicatory process gives the applicant the right to notice of the particular areas of concern and the right to present evidence on their own behalf and cross-examine any IEB witnesses as well. After the three gaming licenses were awarded, the commission transitioned with the consent of the licensees and the qualifiers to a non-adjudicatory process for these qualifier determinations. Again, where suitability was determined in the public meetings. For a time, the licensees and qualifiers were attending in person, these public meetings, qualifiers were flying in the night before or the morning of, taking the opportunity in the public setting to briefly thank the commission, but they evolved to anticipate no issues being raised and for the past couple of years have typically not been attending. And that's not surprising, right? The three licenses were awarded to world-class operators who do their own due diligence on new board members and new C-suite executives, these individuals go through the process and other jurisdictions as well. But it's a good time to review this process for us, tighten up our process where necessary. And the existing regulation does give some roadmap and does state that after receiving the IEB's report that the commission determines whether to initiate a public hearing or an adjudicatory proceeding. Again, in recent memory, the public process has been the default, the non-adjudicatory process has been the default. The regulation does call on the qualifier to consent to that process. The commission may decide that it wants to make that determination, the public meeting or the adjudicatory hearing on a more individualized basis and certainly the IEB could tighten up the process by seeking individualized consent on those that go to the non-adjudicatory process. It bears noting that even for those that you might elect to hear in an adjudicatory process, you can limit the particular matters that you feel would need to be adjudicated. You may not, for instance, need to go through an individual's employment history, education history and so forth, but you could limit to an area of concern. One possibility that we've talked about is when the IEB completes an investigation report, provide it to you and to the qualifier in advance of an agenda-setting meeting. Possibly in an agenda-setting meeting, you could determine whether to put the matter or any portion of the matter, whether it warrants a full adjudicatory hearing or you would elect to go right to the public hearing process. If adjudicatory is in order, expect that the legal division would assist with matters such as developing and providing the constitutionally required notice that would be required and scheduling the matter appropriately, assisting with any preparation of documentary evidence and so forth. So that's a summary of some of the points for you to start thinking about and weighing in and on today and giving some direction on today. Thank you, Loretta. Before we get started on questions and comments and discussion, I just wanna set the stage a little bit. I really feel that suitability is a core function of this commission with the determination suitability and while Director Lilios is quite right, we're lucky that we do work with licensees at our world-class organizations and that's a credit to the early decisions made by the commission whether or not these key employees, officials of the organization are suitable, it's really core to our mission. I came on during a high-profile suitability discussions and they were done in public. It was an adjudicatory hearing that was done in public. I asked the question of our General Counsel and Director Lilios, what exactly is the appropriate forum because it seemed as though on one hand, it had been very public and very aired out and then on the other hand, we have those clean reports that get done very, very quickly and almost in a perfunctory way. I asked Commissioner O'Brien during our legal meetings whether we could sort this out. So I thank Loretta and Todd for looking at this and helping me think through the process and then also we went back to the regs and I know Todd you will probably wanna weigh in on the details of the regulations but Commissioner O'Brien, do you wanna weigh in now because your insights were so helpful too on process because of course there's also more process related to the adjudicatory process and Loretta just alluded to that but I also think we can streamline that and not make that become such a burden that the default becomes a public hearing where we don't necessarily feel comfortable in asking every question because we have what we call a clean report in front of us. So Commissioner O'Brien. Certainly Madam Chair, although I do think it might be helpful to sort of go through what the regs say we should be doing and sort of how we have sort of drifted into a sort of more informal process for lack of a better term. And so I think it's time for the have the discussion of going back and having them lay out how it can do this, exactly what the regs say we're supposed to be doing in terms of process and procedure, not only for us but also for the applicants, the qualifiers because I think the process of doing work and having it disclosed not only to us but also to the person who's under review. And then I think at that point that to me is obvious part of the regs is sort of a non-negotiable and then from there is where do we wanna go and what do we want the process to look like in terms of defaulting to a public process or defaulting to a more judicatory process but then we have a mechanism that basically can quickly get us to something when as Commissioner Cameron says you have a really clean report. And I made an analogy the last time we talked about it in my time as a prosecutor where you obviously you have a motion to suppress it's an evidential hearing if the person meets a threshold issue the presumption was you were gonna have witnesses and evidence and have this hearing. However, when the facts really aren't a dispute it was not uncommon to also have stipulated facts and then you're just talking about whether or not how the law fit in. And so I see an analogy here where we very often are getting these very clean reports. And so I think process would be to comply with the regs that you would default into these hearings but it doesn't seem necessary and it seems like a waste of resources on everybody's part. And so I think it'd be helpful to have a conversation of how do we get that mechanism in a place where we're complying to the statute we're giving disclosure as necessary to the applicants we as the commissioners get access to it. And then we have a mechanism for determining whether you know we're sort of all agreement it's clean enough to go ahead and proceed expeditiously or whether this is something that requires us to go in more detail. And the only added piece that I'd say is that unlike where we operate kind of on majority and you know the consensus I think there might we might wanna lean toward if one commissioner really wants to ask questions we should allow that opportunity to ask questions because and do it in the form that is right for the applicant to be fair to the applicant, right? But default to every commissioner should have the right to ask a question that really helps them make their suitability decision. So the segue now would be to Council Grossman to Todd to go through the I think it's helpful to have yeah if Todd can lay out this is what the expectation is in terms of the regs that would be helpful. As Loretta did a really nice job laying out the whole process on a high level and she mentioned all of the areas of law that are touched upon but let me just kind of run through those with a little more specificity so there's really three bodies of law that apply to this type of situation there's of course general law chapter 30a which is the Administrative Procedure Act talks about adjudicating particular matters that may come before a body like this and offers guidelines to ensure essentially due process to anyone who may have certain rights that are being adjudicated by a public body and those apply generally across the board to all bodies. The second area that's important just to recognize is the area of the Commission's regulations that talk about adjudicatory proceedings and that's contained in section 101 of 205 CMR and again, those are of a broad application to many areas that get adjudicated by the Commission I know you're familiar with those that applies to racing hearings and all kinds of other things those don't specifically apply to qualifiers but they also do apply to qualifiers as well but more specifically and I think the best place to start is probably in section 115 of the regulations that talks about phase one and new qualifier reviews conducted by the IEB and ultimately the decisions made by the Commission and I believe these are included in the packet and there's two sections in particular that I think you'll wanna have a look at and the first is in 115.03 which talks about this is post determination as to whether someone or something is a qualifier so we've already kind of crossed that bridge and now the IEB has completed its investigation so what happens then? The regulations of 115.03 paragraph two say that at the completion of the Bureau's investigation it shall submit a written report to the Commission and then it talks about what the report shall contain and so that's the starting place for the review then we move into 115.04 which talks about how the report gets reviewed by the Commission and it says that after the Commission has received the report that the Commission shall determine whether to initiate a process for a public hearing or a junicatory procedure so there is a decision point at the beginning of the process to be made by the Commission and as Loretta pointed out the reg goes on to say that the Commission may only utilize the public hearing process with the qualifiers consent so the default if you will in the regs is that there will be an adjudicatory proceeding but of course when drafting these regulations the Commission recognized that not every matter necessarily warrants a full adjudicatory proceeding which is why it built in the provision that allows for a matter to be reviewed in a public hearing process and there are a couple of provisions that talk about both if you elect to pursue the adjudicatory proceeding we mostly move over to section 101 of our regulations as I just mentioned and there's a pretty well formed roadmap as to the processes that attach of course there's proper notice a written notice that has to be provided to in this case the qualifier where the issues that will be addressed at the hearing are specifically outlined and as Loretta also mentioned those areas can be narrowed it's not necessarily essential that an entire investigatory report be adjudicated with a full suite of witnesses and things of that sort if the Commission is interested in reviewing a particular issue that has either been flagged by the IEB in its report or upon reflection one of the commissioners of the point to be of interest then we can certainly just notice the hearing to adjudicate that specific issue and that's typically done with the consent of the qualifier in this case so there is some legwork that would have to be done if the commission were to determine that an adjudicatory proceeding would be the right approach. The second approach is to conduct it such a review in what is referred to as the public hearing process just pretty much as you have been doing but the regulations actually require that a couple of elements be factored in and the first is that the report itself is intended to be made public with proper redactions there is of course an understanding that there is often a good deal of personal, private, confidential information contained in these background investigation reports that should not be shared publicly and so the regulation reflects that when the report is shared that those areas be redacted but otherwise that the report be made part of the record. Those are some of the main provisions I was looking, there is a provision I'm trying to put my finger on it that talks about allowing the public to comment on the report in advance of the public meeting. It Todd it's actually, it's also in subsection three talks about the form oral or written in conditions pursuant to which the commission will receive public comments and I'm glad you're focusing on this for a moment really to give full meaning to that public hearing context that the reports made available to the public and they have the opportunity to comment like similar to what we do now for the regulations before a regulation is promulgated it may be an area that you want to consider again the context in which that portion of the break was promulgated and I know Todd you were here at the time I don't know if you wanna touch on that in terms of it being in that casino application phase obviously we have not been inviting public comments for these, the sessions are conducted in public but we have not been inviting public comments there was a time when we went to the commission requesting a new process and the regs were not amended in conjunction with that but we did work with the commission on the new process but we have not been inviting the public comments or there was a point where we stopped providing the report in the public forum as well I'll set it up for now So thank you, the public review process and I've been trying to recall specifically and unfortunately we don't have really great legislative history on some of these procedures but in discussing it with a number of folks one of the reasons we came up with for allowing members of the public to comment on a report would be as a supplement to the IEB's background investigation in the event that the investigation was unable to unearth some detail that a member of the public wanted to share with the commission about a qualifier that that would just give them a vehicle to do so and I think in certainly in the early days that was something that was seen as a value add to the process. I don't know that it was ever made use of at least not frequently but that I believe is why that was included in the process in the first place. So I think that covers a bulk of the regulatory process that's laid out and as I mentioned, of course, there are specific procedures set out in 101 that would have to be followed that govern the notice of the hearings and the conduct of any such hearing and written decision and witnesses and things along those lines and certainly we have done this a number of times in the past and we could certainly put a protocol together to implement that if the commission is so inclined to follow that course. Commissioner Zunika. Thank you. I had a question just on that last point about the public comment because I'm also trying to go on memory lane and I'm imagining of course, the RFA-1 process that was highly anticipated when everybody was applicants that probably had, that's when we issued this first set of regulations and that was with that in mind. But on the public comment piece, you see there's a regulation is a regulation precise as to whether we could allow public comment only at the time that a report has been made public or is it more general? And does that allow comment on an individual that is going to be potentially adjudicated or otherwise found suitable or unsuitable by just their name or their, you know, or other basic information? I think the regulation seems to be focused on the former which is that once the report is complete and the commission has elected to pursue the public hearing process, then the notice that's released to the public will include a solicitation for any input. We're making available the redacted version of the report. Right. And remember that only happens with the consent of the qualifier. So they'll, you know, absolutely be on notice that this is going to be proceeding in that way. So and then just as a housekeeping matter, we had also talked about my understanding is one of the reasons that the report stopped being included is you've got massive amounts of material that would be withheld for confidentiality reasons. And so you ended up massive redactions, et cetera. So we did talk about IEV going back and just restructuring how they present the report and having the report body of the document itself be what would be presumptively, you know, most likely publicly disclosable information and either ending with what is presumptively confidential and redacted or making those schedules or attachments to the report so that it was a lot, it'd be a lot cleaner to determine both, you know, for a resolution report and then also the applicant whether choosing to ascend to go public or not with this process, they would have a better sense of what portions of this were going to be released publicly. I mean, I can only think of, you know, all the reviews that we've done and it's a very distinct, as I was mentioning earlier, a very distinct set of phases that we were. There was a lot of interest in the initial RFA-1 process, frankly, some of it as a way to try to, you know, have enough, you know, local idea in order to vote down a proposal as it was being proposed. In other words, as a way to campaign perhaps against the vote that occurs at the host community. So my question is whether we, and by the way, that was perfectly legitimate and we addressed it and, you know, that was the way it got done. I don't know that it was intended or, you know, the regular, all the qualifiers that come and go after the fact. And I'm specifically speaking about whether we would want to have public comment. Well, you know, I think that this is a good, this is a really good discussion for us to think about because we do not have anyone in front of us right now as opposed to, you know, having something in front of us and then trying to figure out what the process is. I get that right now we're in a stage that where we're very fortunate to have, you know, predominantly straightforward suitability reports. There could be where it's not straightforward. And so the, I'm hearing the default is the adjudicatory hearing. I'm very, I feel strongly that we can simplify the processes that might have been something that was a little bit of a barrier to continuing adjudicatory hearings. And it's my understanding adjudicatory hearings can be conducted at the discretion of the commission in public or in private, correct? Does that correct Todd? That's right. The deliberation. The deliberation. What about the hearing? Well, the hearing. So the hearings are presumptively public, but there is a mechanism that the commission built in based upon jurisprudence that allows the hearing to be closed to the public. You know, and I think sometimes because of the nature of these issues are so private that we might opt to do that because we certainly don't want to fail to ask questions because we don't want to embarrass somebody. And that doesn't mean that we're going to ultimately deem them unsuitable, but we should be able to ask questions in an environment that feels proper in accordance with the open meeting law, of course. You know, we have that, but we also have an obligation to ask questions and dig down and then walk away and say, great. And so I think that would be another, the other option. So with respect to soliciting public comment, that's only if we go with the public hearing process or is it for both? That provision actually only applies in the event of a public hearing. That's an, is that by statute or by our reg? That's just in our regulation. I can't say why it was only included there. But I suppose the idea would be if someone in the public knew something that perhaps the IEB wouldn't uncover that you're soliciting that, that's what I imagine, right? Back when it was decided. It is harder when it's... It may have also been to control public comment. I mean, when you read it, it's 11504. I'm wondering if you're talking about the interest people had in the initial applicants, et cetera. It may have been an effort to contain people, you know, raising their hand to the hearing and saying, well, I have information relevant to this I want to know about. So it may have been in there to sort of make sure it was all controlled in terms of how we got it. I think that's probably right. The other distinction I would just point out, of course, is that an eudectoric proceeding is designed to be more like a mini trial, if you will. And I shouldn't even say mini. It's just more of a trial where you don't typically just allow members of the public to offer comments and things like that. Whereas if it's a public hearing, you know, oftentimes the commission invites people to comment on certain of its decision points and things like that. So it's some more appropriate in that format. So that is probably why it was just included. Commissioner Cameron? Yeah, first of all, I think it's really important to have this discussion now because although we're very accustomed to, as we say, clean reports, if new forms of gaming are added to the commission's portfolio, something new, they may be individuals and companies that are not, have not been vetted in the past. And to iron this out now is the appropriate time. I really do feel that way. As far as it was always my understanding and assumption that if we had a qualifier with derogatory information that was uncovered during the investigation then we would absolutely have an adjudicatory process. I never assumed that we would handle that kind of information and those kinds of questions in public. That was never my assumption. So I guess this is interesting because maybe it wasn't as ironed out as I thought it was. I really always, and we just haven't had that in many years where there was a candidate, a qualifier that there was really a need to drill down and do some information that was uncovered. But I've always felt free to ask questions if there's something in the report now that, I'm just not clear about. So I do think we have that right now. I- We have that, but we have that more informally where I don't get to hear your question, Commissioner Cameron. And I don't- Well, I agree with that. No, I agree with the last time to do that would be in public if there's a question. Because sometimes I might, if you ask the question, I might say, oh, I missed that. That's a really good point. And then I might have the second question, which then we need to really chew on as a team, right? Many of my questions are as a follow-up to something I had thought about because the fellow commissioner raised it. So I do think that's really strong. I'm just wondering if we could, and if the reg needs to be revisited when it comes to public comment, we can do that. But for right now, we're just looking at process and I'm wondering knowing our history right now if there's a way to get these reports out earlier in an agenda setting meeting, talk about whether or not any one of us has a question that we think should, and it should be, I agree with one commissioner should be able to trigger that. Listen, I think we should go to an adjudicatory process on this one and not talk substance because it is adjudicatory. And we then move in that direction, whereas so many of them are without any derogatory information. I haven't even seen a speeding ticket in a long time. I mean, it's amazing to me how clean many of these qualifiers have been. But we would be able to make that determination at a agenda setting meeting to move forward with the public process as opposed to an adjudicatory process for all of these candidates. So I'm just, I wasn't sure if that's what we're talking about now here today, what is the process moving forward? And I actually agree with Commissioner O'Brien's point that maybe there's a way to structure the report. So you're not reading something that's, you know, you read three sentences and then there's redaction, redaction, redaction. You read another three sentences. So, you know, with all of the information that is public would be up front and then however we do it in the back, it's either redacted or it's, it is an exhibit. We could handle it that way. So we're complying fully. So I thought that was a really good idea. Good idea. How to structure that, yes. So I just wanted to get those thoughts in as far as the process here. Really helpful, Commissioner. Todd, if we read the document in advance of our agenda setting and I hear, Commissioner Cameron, we'd have to be very careful about substance. Does that mean that there'd be poor just now in the public arena or can it still be preserved for an adjudicatory hearing and how does that work? I believe this, this is in chapter 38 and I'd have to take a second to pull out the exact language, but I believe it says that any document that's used at a public meeting essentially becomes a public record. So if you read it in advance, I take it to mean that it's not being used at the public hearing. So you wouldn't want to bring that report to the meeting and read it there. You would solely want to be discussing the redacted version of the report. But I think it's fair to have read the unredacted version in advance. So you're well aware of all of the issues and prepared to request that an adjudicatory hearing. Okay. I think too that one other issue would be the inclination of a applicant if they think that it's going to be if the IEB flags, well, this is derogatory, that the applicant might be worried about information becoming in the public and just make a decision based on IEB's flagging to withdraw, which might be fair, but I wonder how that fits into our role. You know, like how, and while it's really hard to do this because our judgment, you know, we have such confidence in the judgment of our IEB, you know, could there be a time where what might be considered okay or not okay by IEB might not be the same, might not align with our decision. And I don't, that's a hard thing for me to reconcile from a process point of view. But I see Commissioner Zuniga nodding, you know, what might be troubling to you, Commissioner Zuniga, might not be troubling to me at all or vice versa. So the same thing goes with IEB. We see it in our own discussions among the four of us. So I don't know if that today is a little bit off in terms of the substance, unless there's some process that addresses that that I'm in the regulation, Todd, and I know if a commissioner Zuniga, if you want to. Well, I just want to build on that. If I may, what provision is there? What that may have us conduct an adjudicatory hearing in closed? Is that at the discretion of who or what might be a triggering effect of that? Well, I can, it's just two sentences. I'd be happy to read that for you just to offer some clarity. It's in 101.01, it's paragraph seven. And it says that any adjudicatory hearing conducted under these regulations may be closed to the public at the request of either party or on the commission's own initiative in order to protect the privacy interests of either party or other individual to protect proprietary or sensitive technical information, including but not limited to software, algorithms and trade secrets or for other good cause shown such a determination rest in the sole discretion of the commission. And that was included based upon a case issued or decision issued by the SJC involving the sex offender registry board many years ago, which essentially said that a public body can close an adjudicatory hearing to the public for certain reasons, but it's best if it includes that authority in its own regulations, which is why we have included them. Now remember, it's also important to remember that when the commission conducts adjudicatory proceedings, it's doing so outside of the open meeting law. It's sitting in a quasi-judicial capacity, which the open meeting law recognizes outside the balance of the open meeting law. So instead of those provisions of 30A, there are the hearing provisions of chapter 30A that govern an adjudicatory proceeding. So there are similar protections in place in both instances, but it's a different body of law. Commissioner, can I? Yeah, just a point. It would seem to me, now if again to answer the question about if one commissioner feels differently than another, I do feel like if an agenda setting, no reports there, you just bring it forward, the purpose of scheduling, you just say, look, I am troubled by, or I think there's some information that I think we should trigger an adjudicatory and leave it at that. It doesn't, you know, no discussion about it. And then I think the private or public adjudicatory process could be maybe, it would be IEB's responsibility to be in touch with the qualifier and say this matter will be handled in an adjudicatory. And if those privacy issues are then brought to light, it could be triggered at that point that it becomes a private adjudicatory process as opposed to public. And that may give the qualifier the confidence to say, okay, I really want this job and I'd like to be able to do it if I could do it in this manner. So does that make sense to kind of have steps that move forward that way? I like that a lot because I think there's a tension otherwise, right, commissioner, that somehow we're reluctant to ask questions because we don't want to embarrass them, but it doesn't mean that they're outcome oriented questions necessarily, you know, in other words, it doesn't have to be such a bad report that we shouldn't ask clarifying questions. Agreed. And that the process shouldn't be so overwhelmingly burdensome that we're reluctant to ask our team for the hearing. So it's actually two tensions, right? And so it's gonna take some work on process to make it streamlined. And I think Eileen, commissioner O'Brien's got some ideas on that along with, I know director Lillio's, you've got ideas streamline the process of that we're not burdened by that tension. And then like commissioner Cameron said, you know, it will give the individual sort of some solace to say, this may not be all bad. They just may want some questions asked. And we'll make sure to preserve their rights that are required by statute in the 38 process. Commissioner Zuniga, you're nodding your head. Do you have something to add or clarify? No, no, I think I really like this discussion. I think the insights relative to, you know, this could, this has not been a big issue, of course, because of all the reports, but it's a very good occasion to think about it. One of the many benefits of having careful lawyers in both the staff at the commission is that those of us that are not continue to benefit from that, including also having new commissioners come in and take a fresh look at the regs that were promulgated a little while ago. And we sort of took, you know, we read them, those of us that have been here for a while, read them a while ago and sort of like, you know, went a little bit on autopilot, or lack of a better word. But I think that the briefing before this and this discussion today, whether it ends up being a tweak of that reg or not, just a streamlining of the process, like we're discussing here with those great ideas to make workable report that doesn't have to be redacted a process that doesn't have to be overly burdensome for the vast majority of the reports, but the occasional instance, which we may need to trigger that adjudicatory process with all the due process is really important. Thank you for that. And I have to say as much as, you know, Commissioner Cameron's right in the event that our regulatory responsibilities expand and suitability issues may expand and suitability issues may come before us in greater numbers. That's one reason to look at this, but I also was thinking in the event we're gonna get a new commissioner. How do we explain this process? So I needed to understand it myself. And so there we are. And then, of course, Commissioner Bryan brings her litigation background and, you know, we've got Todd and Loretta with all this experience. So I think we can get there. I think the reg structure that was devised years ago still is completely relevant. It's just that we don't want to overcomplicate or as I said, you know, make a mountain out of a molehill unnecessarily, but still preserve meaningful, our, you know, our input to be meaningful in the process to be meaningful. So I don't think we require a vote at this stage, right? This is just where the regs are in place. So no new guidance needed, Loretta and Todd. And then we'll just get an update from you as we move forward on the process, restoring the process maybe is the best way to say it. I could use a little more guidance. I think I heard maybe some ambiguity about your thoughts about the public comment piece. That's fair. That's fair. We didn't really resolve that. So right now you're supposed to, if we do a public hearing for suitability solicit public comment, I think what I'm hearing is maybe during REG review or even sooner, we could propose that that, Karen smiling, that we revisit that. I mean, we always want to be welcome input, but I don't know about that. It's hard for me to imagine how that works. It's a requirement now that we're supposed to be doing. That's right. So when we post the agenda, is there any further direction to people in terms of public comment or have we been silent on that? On the suitability reports, I've never been instructed to solicit public comment for suitability, you know? So one of the things that maybe would be, you get together with Todd, and if you want the chair to have somebody help in terms of even suggested language in the interim to make sure we're complying with the REG and then conversation about whether the REG maybe needs to be altered in terms of, do we really need to be soliciting public comment at this point? So maybe both of those would be the next steps. I think that makes sense. And then revisit it, you know, and actually doing it might, let's see what happens if we are fully compliant. You know, we have, I think that all of us know we have an obligation to be fully compliant with our REG center and of course the statute. But we have a process underway where the regulations don't make sense or might add unnecessary burden. You've got your factors in place, Commissioner Zuniga and Karen. It's on this docket. Then that's right. So this is where we look at it. And you know, this is, I know that we're kind of doing things sequential, but on the other hand, if there's an opportunity to be focused while we're thinking about this, maybe we look at this at the same time, you know, Karen and R.E.K. Right. Yeah, no, that could very well, just on that process of regulation review, we have our first set. When we're ready, we'll come back and update you all. And that has to do with rules of the games and things like that. But that could easily be another aspect. Especially now that we have them memorized. I think there's a tweak perhaps relative to the public comment where we could, you know, I don't have exact language or a section, but where we could still preserve the idea that somebody could come out of the woodwork and say, hey, I know something or other. But the reality is that, you know, the IEB's investigation is just so thorough with access to so much information that the likelihood of that is slow. But- Maybe we preserve the right to- Yeah, yeah, preserve the right or maybe just notify the name of somebody without necessarily the full detailed report with active, let's say, to get public comment. And I'm just thinking out loud here for a minute, but in my view, there's potentially at least the way to preserve the idea of soliciting comment without making the overly burdensome part of having to wait for the full redacted report for us to be able to do that. Does that help, Lorena? So right now, we've got a little bit of a, we don't have a report in front of us, but, you know, if the reg still stands as is, we'll just have to, we'll take care of some process to be compliant and then we'll look at that as, give us maybe a little bit of a pilot, right? Okay. So, Todd, does that make sense to you? Okay, good. But Lorena, but you clear on the rest of the discussion, right? Relative to process and the agenda setting to trigger whether or not to trigger the adjudicatory process, right? I am. Yeah. Lorena and Todd have given this really good thought. And our main concern is, well, for me, my main concern is, you know, meaningful participation by the commissioners. And at the same time, not overburdening them with process. And I'm counting on something that complies with the 38 requirements. That's not crazy burdensome. I think we can accomplish that. Commissioner O'Brien, I think that you've got some great ideas on that front. Commissioner Cameron? All set. Thank you. Yes. We don't need to vote. This is just a consensus, a good discussion. We'll stay tuned, have the opportunity to, when we do have another suitability report to see how it works, right? And we'll move forward. Excellent. Really helpful for me selfishly. But I think it turns out I'm hearing that you've thought it was all helpful for you as well. So just a good check-in. All right. So that concludes, what are you all set? I am. Thank you. Okay. Then commissioner updates. Number six, do we have any updates? I do share, if I may, I want to state for the record that I submitted a disclosure to my appointing appointing authority, a 23B3 disclosure under 268A relative to the appearance of conflict of an interest. I sought and obtained advice from the ethics commission prior to contemplating, responding to a job hosting for an organization called the ICRG, the International Center for Responsible Gaming. I followed their advice and complied with all the 268A requirements after what they directed me to an advisory that's specific to the situation that I found myself. I am now doing this disclosure as part of the public meeting in accordance with the enhanced code of ethics that we recently revised to ensure that the public and you all know of this filing of a disclosure. The specific situation is I responded to a job posting or the International Center on Responsible Gaming which is a nonprofit that has a mission of helping individuals and families affected by gambling disorder through research and evidence-based education programs. This position is for an executive director and the executive director reports to a board that is comprised of 13 people, three of them give rise to the need for this disclosure. One of those board members is Mr. Phil Satri who is, as you all know, the chairman of Wing Resorts. Another one is Mark Vanderlinden who works for us in the research and responsible gaming. And the third one is Mr. Alan Feldman who used to work, no longer works at MGM Resorts. Again, I explain all of this to the attorney of the day at the Ethics Commission. I filed a disclosure with my appointing authority prior to responding to this posting. And again, I'm making this disclosure in accordance with our ethics and enhanced code of ethics. I can take any questions if there is any and also for the record that disclosure in its detail is available for, is a public record. So it's available to anybody who wants to see it. And I understand also what's distributed to my fellow commissioners by our own Todd Grossman in anticipation to this meeting. Any questions? I have any questions? I just want to wish fellow commissioner good luck. Thank you. Not too much luck. Hopefully the process is a little bit longer, like spring. It's a little, yeah, that's a two-way sword, right? Thank you for the update. And it's a burden that we've placed on ourselves. But I think it is, it's helpful, as you know, that, as you said, those documents become public anyway, our public, soon as you buy them. So thank you. Any other commissioner update? Okay. And then commissioner Cameron, we'll talk about the agenda setting, but the IAGRIT conference continues. Not today, but we are due for a update, probably maybe as soon as our next commission meeting. We'll have it on the agenda next week and we'll have an update the following. Yeah, we'll look forward to that because of time it's approaching, right? So it is. Okay, excellent. So without any other new business meeting, I disappointed Mary Ann and thank you. I appreciate everyone's participation today. Of course, the team for hanging in there. But most importantly, the commission is really important work for us to do today. Very exciting developments. Friday, I wish PPC great luck. That's tomorrow. I hope the weather is good for them. And I'm welcoming any pictures or photos of their activities out there with the expanded gaming establishment in their outdoor seating. Oh, it opens tomorrow? Is that? Yeah, tomorrow is the 25th. Yeah, I remember we had thought it was last week and so tomorrow, and then that was reported on the red light. It's tomorrow, correct? Okay. So I'm planning on visiting tomorrow, PPC of all things. Oh, well, you're gonna have that. Oh, you take photos for us. That would be great. Yes. Great. And I did get to Concord. Guess it was last week and saw a lot of their developments underway, a lot of shifting and got to see Jenny and Brian briefly. So on core, no evidence of any plexiglass anywhere, but the vaccine site was still there, not busy. Massachusetts, we should be very proud of where we've gotten on that front. So anyway, commissioners, if you have nothing else, anything else you want to say to the team? Thank you for all the work that everybody does. Commissioner Brian. Yeah, just thank you to everybody because we're finally coming out the other side. So it feels good. I know, I know. Commissioner Cameron. That same thing, good work, everybody. With that. Move to adjourn. Second. Right. To all the kids who are home, commissioner O'Brien, they're all done school. Good luck. I know, Todd, you've got the same thing. I'm seeing faces. Good luck with the children. That's the summer starts and congratulations to them. All right. Commissioner Cameron. Hi. Commissioner O'Brien. Hi. Commissioner Zinica. Hi. And I vote yes. Four zero. Thank you. And thank you, Tonya, for your good work. Thank you, Karen. Thank you, team Todd. Thank you, Lorena. Thank you. Hi, everybody.