MDD Resolution No. 491 RESOLUTION NO. 491
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT APPROVING AN AMENDMENT TO
THE HOTEL SERVICES AGREEMENT BETWEEN THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT AND HYATT CORPORATION; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, on August 5, 2021, the Board of Directors of the Baytown Municipal Development
District approved Resolution No. 419 authorizing a Hotel Services Agreement with Hyatt Corporation
regarding the management and operation of the hotel commonly known as Hyatt Regency Baytown -
Houston; and
WHEREAS, the parties hereto have agreed to amend the Agreement to align the definition of
Fiscal Year and dates related thereto with the fiscal year of the Municipal Development District and City
of Baytown; NOW THEREFORE,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: That the Board of Directors of the Baytown Municipal Development District
hereby approves an amendment to the Hotel Services Agreement attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: This resolution shall take effect immediately from and after its passage by the
Baytown Municipal Development District.
Board of Directors of the Baytown Municipal Development District Council of the City of
Baytown, this the 12t1i day of December, 2024.
BRANDON CAPETILL , Presiden
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A GE ACKSON,Ash nt
APPROVED AS OF M:�i��A �`��`
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SCOTT LEMO D, General Counsel
R:Ordinances and Resolutions Resolution Drafts%MDD`2024-12-12 Am Hotel Svcs Agt.doc
EXHIBIT "A"
AMENDMENT TO HOTEL SERVICES AGREEMENT
(HYATT REGENCY BAYTOWN —HOUSTON)
THIS AMENDMENT TO HOTEL SERVICES AGREEMENT
("Amendment") is made and entered into as of the _day of 2024, by and
between Baytown Municipal Development District, a political subdivision of both the
State of Texas and the City of Baytown, Texas ("Owner"), and Hyatt Corporation, a
Delaware corporation ("Hyatt"). Owner and Hyatt are each a "Party" and together the
"Parties".
WITNESSETH
WHEREAS, Hyatt and Owner are the parties to that certain Hotel Services
Agreement dated as of August 25, 2021 (as has been, or may from time to time be,
amended, restated, exchanged, substituted, extended or otherwise modified, the
"Management Agreement") regarding the management and operation of the hotel
commonly known as Hyatt Regency Baytown - Houston; and
WHEREAS, the parties hereto have agreed to amend the Management Agreement
as provided herein in order to align the definition of Fiscal Year and dates related thereto
with the fiscal year of Owner.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals shall constitute an integral part of this
Amendment, and this Amendment shall be construed in consideration thereof.
2. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning ascribed to them in the Management Agreement.
3. Definition of"Fiscal Year". The definition of"Fiscal Year" in Exhibit A
of the Management Agreement is hereby amended and replaced in its entirety as follows:
" "Fiscal Year" shall mean the full twelve-month period commencing on
October 1 of each year and ending on September 30 of the following year,
except that the first Fiscal Year hereunder shall commence on the Opening
Date and shall continue until the following September 30. The last Fiscal
Year hereunder shall end on the date of the expiration or earlier termination
of this Agreement. Any reference to a "full Fiscal Year" shall refer to a
Fiscal Year comprising a full twelve-month period."
4. Term. Section 2.1 of the Management Agreement is hereby deleted in its
entirety and replaced with the following:
"This Agreement shall be effective as of the Execution Date, provided that
the initial operating term (the "Operating Term") of this Agreement shall
begin as of the Opening Date and shall expire at 23:59:59 (local time at the
Hotel) on December 31, 2053 unless this Agreement is sooner terminated
as herein provided."
5. Ouarterly Meetings. Section 6.4(b) of the Management Agreement is
herby amended in its entirety as follows:
"Quarterly Meetings. Within thirty (30) days after receipt by Owner of the
Financial Statements for the periods ending on September 30, December
31, and March 31 of each Fiscal Year, Hyatt shall, upon request, make
available at a mutually agreed location the General Manager (or other
appropriate managerial representative), at no cost to Owner (other than
reimbursement for reasonable travel expenses) to review the operating
results for such periods and to discuss the opinions and recommendations
of Owner. The review, explanation and discussion of the operating results
for the period ending June 30 shall take place simultaneously with the
explanation and discussion of the Annual Plan for the succeeding year."
6. No Other Changes. Except as otherwise herein expressly provided, the
Management Agreement shall continue in full force and effect. In the event of any conflict
between the provisions of this Amendment and the provisions of the Management
Agreement, the provisions of this Amendment shall prevail.
7. Trustee Consent. Notwithstanding any contrary provision hereof, this
Amendment shall not be deemed effective unless and until Trustee acknowledges and
accepts the terms hereof in writing.
8. Authority. Subject to the preceding paragraph, Hyatt and Owner hereby
covenant and warrant that they have full right and authority to enter into this Amendment.
9. Owner Estoppel. Owner hereby represents and warrants to Hyatt that as
of the date hereof that neither Owner, nor,to Owner's knowledge, Hyatt, is in default under
any of the terms, covenants or provisions of the Management Agreement. As of the date
hereof, Owner has no knowledge of any event which, but for the passage of time or the
giving of notice or both, would constitute an event of default by either Hyatt or Owner
under the Management Agreement.
10. Ratification. Except as otherwise expressly modified by the terms of this
Amendment, the Management Agreement remains unchanged and shall continue in full
force and effect. All terms, covenants, and conditions of the Management Agreement not
expressly modified herein are hereby confirmed and ratified and remain in full force and
effect, and as further amended hereby, constitute valid and binding obligations of Owner
and Hyatt enforceable according to the terms thereof.
11. Construction and Interpretation. This Amendment has been prepared
jointly by, and is the product of extensive negotiations between, the parties hereto (all of
whom have been represented by counsel of their own choosing); it shall be construed
reasonably to carry out its intent without presumption against or in favor of either party.
12. Severability. If any term or provision of any article or section of this
Amendment, or the application thereof to any persons or circumstances, is to any extent or
for any reason held invalid or unenforceable, then the remainder of this Amendment, as
well as any other term or provision of any article or section of any other agreement between
the Parties, and the application of any such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not be affected thereby,
and each term and provision of any article or section of this Amendment shall be valid and
enforced to the fullest extent permitted by law.
13. Captions. The captions on paragraphs are provided for purposes of
convenience and are not intended to limit, define the scope of or aid in interpretation of
any of the provisions hereof.
14. No Third Party Beneficiary. This Amendment is for the benefit of Owner
and Hyatt and shall not create third party beneficiary rights.
15. Further Instruments. Each party hereto shall further execute and deliver
all such other appropriate supplemental agreements and other instruments and take such
action as may be necessary to make this Amendment fully and legally effective, binding
and enforceable as between the parties hereto and as against third parties.
16. Successors. This Amendment shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
17. Counterparts. This Amendment may be executed in any number of
counterparts, all of which, taken together, shall constitute one and the same agreement and
a Party may enter into this Amendment by executing a counterpart. Documents executed,
scanned, and transmitted electronically in PDF format and/or electronic signatures shall be
deemed original signatures for purposes of this Amendment and all matters related thereto,
with such scanned and electronic signatures having the same legal effect as original
signatures.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
OWNER:
Baytown Municipal Development District, a
political subdivision of both the State of Texas and
the City of Baytown, Texas
By: -
Name:
Title:
Signature Page Amendment to Hotel Services Agreement
HYATT:
HYATT CORPORATION, a Delaware
corporation
By:
Name: _
Title:
Signature Page Amendment to Hotel Services Agreement
CONSENT OF TRUSTEE
Pursuant to Section 4 of the Subordination, Non-Disturbance and Attornment
Agreement between Hyatt Corporation and Wells Fargo Bank N.A., dated September 1,
2021, the undersigned ("Trustee") does hereby consent to the above and foregoing
Amendment, subject to and in accordance with the terms and provisions thereof.
Trustee:
Wells Fargo Bank N.A., not
personally, but solely in its capacity
as Trustee
By:
Name:
Title:
Signature Page Amendment to Hotel Services Agreement