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2017 12 07 MDD Minutes, Special MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT December 07,2017 The Board of Directors of the Baytown Municipal Development District(MDD) met in a Special Meeting on Thursday, December 07, 2017, at 4:3 P.M., in the Council Chamber of the Baytown City Hall, 2401 Market Street, Baytown,Texas with the following in attendance: Stephen DonCarlos President Chris Presley Vice President Reggie Brewer Director Laura Alvarado Director Charles Johnson Director Mary Hernandez Director Robert Hoskins Director Dave Jirrels Director David McCartney Director Terry Sain Director Rick Davis General Manager Ignacio Ramirez, Sr. General Counsel Leticia Brysch Assistant Secretary President DonCarlos convened the December 07, 2017, MDD Board Special Meeting with a quorum present at 4:30 P.M., all members were present with the exception of Director Gary Englert who was absent and Director Chris Presley who arrived at 4:33 P.M. 1. MINUTES a. Consider approving the minutes of the Municipal Development District Special Meeting held on February 09,2017. A motion was made by Director Terry Sail and seconded by Director Laura Alvarado approving the February 09, 2017, MDD Board Special Meeting minutes. The vote was as follows: Ayes: President Stephen H. DonCarlos, Director Robert C. Hoskins, Director David McCartney, Director Laura Alvarado, Director Terry Sain, Secretary Reggie Brewer, Director Charles Johnson,Director Mary Hernandez, and Director David P. Jirrels Nays: None Other: Director Gary Englert(Absent), Vice-President Chris Presley(Not Present for Vote) MDD Board Regular Meeting Minutes December 07,2017 Page 2 of 10 Approved b. Consider approving the minutes of the Municipal Development District Regular Meeting held on October 05, 2017. A motion was made by Director Charles Johnson and seconded by Director Laura Alvarado approving the October 05, 2017, MDD Board Regular Meeting minutes. The vote was as follows: Ayes: President Stephen H. DonCarlos, Director Robert C. Hoskins, Director David McCartney, Director Laura Alvarado, Director Terry Sain, Secretary Reggie Brewer, Director Charles Johnson, Director Mary Hernandez, and Director David P. Jirrels Nays: None Other: Director Gary Englert (Absent), Vice-President Chris Presley(Not Present for Vote) Approved 2. PROPOSED RESOLUTIONS President DonCarlos stated that agenda items 2.a. and 2.b. would be considered together. a. Consider a resolution authorizing the Economic Development Basic Services Contract with Baytown/West Chambers County Economic Development Foundation. b. Consider a resolution authorizing the Economic Development Special Services Contract with Baytown/West Chambers County Economic Development Foundation. A motion was made by Director Robert C. Hoskins and seconded by Director David McCartney approving Resolution No. 322 regarding agenda item 2.a. and Resolution No. 323 regarding agenda item 2.b. The vote was as follows. Ayes: President Stephen H. DonCarlos, Director Robert C. Hoskins, Director David McCartney, Director Laura Alvarado, Director Terry Sain, Secretary Reggie Brewer, Director Charles Johnson, Director Mary Hernandez, and Director David P. Jirrels Nays: None Other: Director Gary Englert (Absent), Vice-President Chris Presley(Not Present for Vote) Approved MDD Board Regular Meeting Mmutes December 07,2017 Page 3 of 10 RESOLUTION NO. 322 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO AN ECONOMIC DEVELOPMENT CONTRACT BETWEEN THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION AND THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR ECONOMIC DEVELOPMENT SERVICES; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. RESOLUTION NO. 323 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO AN ECONOMIC DEVELOPMENT SPECIAL SERVICES CONTRACT BETWEEN THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION AND THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR ECONOMIC DEVELOPMENT SERVICES; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 3. BUSINESS ITEMS a. Consider the election of officers for President and Vice President, and Secretary; and the appointment of an Assistant Secretary. City Clerk, Leticia Brysch presented the agenda item and stated that the current officers of the MDD Board were Stephen H. DonCarlos, President; Chris Presley, Vice President; Reggie Brewer, Secretary; and the City Clerk as Assistant Secretary. Director Brewer noted that this would be his last meeting on the MDD Board and would not be able to serve as Vice President. President DonCarlos thanked Director Brewer for his service and that he would be missed. Director Sail requested that the election of officers be postponed to the next regular meeting to allow for the new council members to be appointed to the MDD Board and elect such officers. A motion was made by Director Terry Sain and seconded by Director David McCartney to suspend the election of officers for President, Vice-President and Secretary; and the appointment of an Assistant Secretary to the next meeting. The vote was as follows: Ayes: President Stephen H. DonCarlos, Director Robert C. Hoskins, Director David Himsel,Vice-President Chris Presley,Director Laura Alvarado, MDD Board Regular Meeting Mmutes December 07,2017 Page 4 of 10 Director Heather Betancourth, Secretary Reggie Brewer, Director Charles Johnson, Director Mary Hernandez, and Director David P. Jirrels Nays: Director Gary Englert(Absent) Approved 4. DISCUSSIONS a. Receive and discuss a presentation regarding the Brunson Theater Project. General Manager Davis presented the agenda item and stated that this design captures all of the plans discussed in the past, which includes space for tourism, welcome center and an office incubator. He stated that the consultants and staff were requesting direction from the Board on the design and how to move forward with this project. Bob Randall, Principal Architect and President for Resource Planning Architects (RPA), introduced his companions, Amy Harris, Staff/Project Architect for RPA, Greg Hollenberg, President from National Signs, and Bronwyn Hattingh, Account Manager. He stated that Mr. Hollenberg and Ms. Hattingh would begin the presentation with regards to the front facade and the lighted sign or the marquee. He further noted that he and Ms. Harris would go over the air conditioned components of the building and close the presentation to include questions from the Board. Ms. Hattingh noted that keeping the old sign as is was not an option; therefore, they had a completely new sign to include two (2) lit lock box cabinets with one (1) being on each side of the canopy and a LED message center in the middle. She further noted that there were options to have mono-chrome amber lettering or full color on the message center, pending the Board's preference. She stated that the sign also has up lighting that could change color as needed. Ms. Hattingh stated that they would be re-using the metal structure of the old building on the canopy and remove the old Brunson sign,but would keep the decorative tiles on the side of the building. She stated that there would be a vertical structure with the name of the Brunson and at the top of the structure would be a lighted sphere lit in green. She stated that at the bottom of the sign there were two (2) track signs that would allow for the message to be changed manually as desired, which are fully illuminated with LED lighting. Ms. Hattingh stated that the LED message board in the center of the track signs allows for either mono-chrome or full color screens, in which the full color works better and is more attractive to potential customers and patrons. Additionally, she stated that the sphere is permanently green and the two (2) parts on either side of the sign could have the LED tubes that could be changed to red, green or blue via a remote control. President DonCarlos asked if there would be access to the roof in order to reach the flag pole. Ms. Hattingh stated that they could install the flag pole in the design if desired. Mr. Randall noted that there's a roof latch in the building that would allow staff access to the roof in order to change the flags and conduct roof maintenance. Mr. Randall further stated that he would present the Board with information related to the program or air conditioned space of about 6,800 square feet. MDD Board Regular Meeting Minutes December 07,2017 Page 5of10 Ms. Harris presented the Board with an architectural design of the proposed Brunson Theater ground floor. She stated that the entrance located along the street was designed in such a way that it would draw people into the space as it includes a new butt glazed entrance for people to be able to see deep into the space, which also includes a welcome center area and a business incubator section. She noted that they hope to be able to refurbish the existing terrazzo flooring because it looks like it could provide an amazing welcome to the space. Ms. Harris stated that the design includes a welcome reception space, three offices for the City's Tourism Division, restroom facilities and some storage and electrical areas. She stated that the stairs lead to the second floor that at this time is primarily mechanical space and some storage. She stated that the business incubator space have ten(10) stations that could be used interchangeably, which allows for shared aspect of the program, such as a shared conference room space, break room, copy room and storage space. She noted that there were three (3) levels of transparency to the design: the first is the entrance, second is the separation between the Tourism Division and the incubator, and lastly, the access to the rear of the building. Ms. Harris noted that the presented design was only half of the Brunson Theater; the area presented at the current meeting would be covered by a roof, and designed in such a way that when the opportunity arises, the courtyard space could be turned into a meeting space or multi-purpose area. She stated that at the current time, the additional section could not be added to the design as there was no money for it, but remains a real possibility in the future. She stated that the flooring of the space would have the original red and yellow terrazzo flooring, with carpet in the offices and luxury vinyl tile in the circulation parts of the building. She stated that the cubicles in the business incubator could be moved and screened in different ways, thus making the space more dynamic and flexible. She stated that the walls have lots of storage and cabinets and areas for stool/plug in locations for additional work stations; which allows for the maximum use of the space. Additionally, she stated that the conference room would be shared space with movable screens on each side and glass doors/walls on each side for the two entrances, as it's in the middle of the floor plan. In response to a question from Director McCartney regarding the size of the area that is not being roofed, Ms. Harris stated that the total depth of the entire building is 200 with 140 being roofed and 60 being left unroofed and undersigned. Ms. Harris noted that the existing design only extends the roof to the usable space, but there is the potential of extending the roof to create a covered area towards the back of the building for events; such as,weddings, art walks, parties. Director McCartney asked why the Board wouldn't add the needed monies to extend the roof over the entire area as it seems that the missing area is only a 60x50 or 3,000 feet. In response to Director McCartney's inquiry, General Manager Davis stated that a final design for the use of the courtyard was not decided upon, as it could be covered, open, semi-open, etc. Ms. Harris noted that she had misspoken earlier and that the space was not 140,but in fact 114 feet, so the net was closer to 75 to 80 feet, which is a good portion of the building. She further noted as architects, they tried to stay within the designated budget, which is the reason that the design of the roof only extended to the usable space. General Manager Davis stated that the this area represents an opportunity for both the Board and MDD to do something in the future; however, the existing design is geared towards making the building a viable building for the incubator offices, the Tourism Division and the welcome Center. General Manager Davis further stated, in response to a question from Director McCartney, that the courtyard space does not at this time have a MDD Board Regular Meeting Minutes December 07,2017 • Page 6 of 10 purpose, as it was not included in the existing design or budget; however, he further noted that the space would be cleaned up to contribute to the aesthetics of the building. He stated that some work would be done to the courtyard space, in order to protect it from further deterioration, but re-iterated that there are no existing plans to bring the courtyard area up to the same construction level as the rest of the building. During further discussion, Director McCartney stated that the exclusion of the courtyard space from the design was not what had been presented by staff in the past. General Manager Davis stated in response, that staff has been very clear that the first part of the design would include the incubator, a welcome center and the tourism offices. Director Presley stated that the Board and staff discussed a number of options in regards to the reconstruction of the Brunson, which at one point even included the demolition of the entire building. He further stated that he believed Director McCartney was bringing up a valid concern regarding the continued deterioration of the building, and noted that to not roof the remaining 70 feet of the space while already putting the roof on the building on a per square foot basis does not make much sense. Director Presley stated that it would be more cost effective to roof the remaining 75 feet now rather than to bring them back a year or two later to complete the work. He noted that there's a risk in waiting to roof the extra area in that it could deteriorate to the point where the Board will be faced with the decision of paying a lot of money to roof it or demolish the space. The Board inquired into the estimated costs of roofing the courtyard area now versus later. Mr. Randall stated that they had already looked into these costs; however, they were not prepared to go into detail on this item at this time. He further noted that the thing to consider is the ripple effect and that it would be another $60,000 to roof the additional 80 feet, but at such point, they would to go down to the sump, which is where all the water is because when roofing an area, the structural foam would need to be investigated versus the metal studs to bring the floor up and whether or not to make a cavity. Either way, Mr. Randall noted that another$100,000 would be needed to fix the floor to make it right and to where in the future, the area could be enclosed and conditioned appropriately. He noted that should the decision be made that enclosing the space is never a possibility, then they would design the roof and floor differently. Mr. Randall stated that it would take another $500,000 to fix that courtyard and ensure that the space is brought up to code; such as the fire sprinkler system, the fire pump room and utility connections. He noted that they had already started some of these discussions with the Fire Marshall and he's okay with not doing the sprinklers for the incubator and the tourism space, but once getting to an A3 in the back with a large assembly of people, there would need to be a sprinkler system; therefore, they would have to add the sprinkler system to the entire building, which runs about $80,000 to $100,000. Mr. Randall stated that the design presented to the Board today stays within the $1.5 - $1.6 million budget that they were given, unless otherwise directed to do so. He noted that there is a more economical option of not roofing the area, leaving the walls in place, filling the area with sand and turning it into a green space, which would buy the Board some time make a decision with such regard. He clarified that the walls would need to be stabilized and every 19 feet there would need to be a major truss which would be sand blasted and rustoleum-painted to keep them from any further degradation or rust. He noted that they have a design for courtyard gates that open up to the space for future development and that the multiple gates are situated in such a way to allow for ventilation and light to the space for event purposes of about 200 people. MDD Board Regular Meeting Minutes December 07,2017 Page 7 of 10 President DonCarlos posed the option of doing Mr. Randall's suggestion of filling the unroofed area with sand, and sandblasting the tresses to protect the walls, in order to create courtyard area that will make this space usable to the public. Director Presley stated that he liked the courtyard area idea because that would at least make the area usable and is an amenity to the users and community. He further noted that he prefers the idea of a courtyard that is usable to the public rather than to put a roof over the area and using it for more storage. Mr. Randall noted that the courtyard option is more economically viable long term as its less cost in maintenance and monthly utilities. General Manager Davis stated that this option has been contemplated internally, in which staff thought could be handled internally as a City; i.e.; and therefore, didn't need to be made a part of this project. He stated that staff never intended to leave the space in its current state to decay, but were looking at options to create an open space through internal resources, similar to the work that has been done by staff around the Town Square area. Mr. Russell stated that in the design of the operational space,they have done a lot of design work with the furniture group named Resolve that is adaptable through time for different needs. Ms. Harris noted that some of the spaces on the walls are designed to allow for art or showcasing of items of local flavor, such as quilts throughout the space. She stated that a design element placed at the center of the building that's reminiscent of the original Brunson space, is a large circular couch in the center of the space; a sort of memory from the past. Director Hoskins noted that the backs of the original couch were much taller than those in the picture presented. Ms. Harris noted that they are still looking, but it has been difficult to find a couch exactly like the old one. She further noted that the building has solar lighting throughout which can be used to up-light or down-light in the space; and can be used to light art on the walls; and are an additional to the task lighting on the desks. Director Alvarado asked what would be the cost of enclosing the community conference room completely; something that would allow for private meetings to take place and not so open. In response to Director Alvarado's inquiry, Ms. Harris stated that they never estimated that cost. Mr. Randall noted that the challenge for this comes in how to enclose the room completely in 26 feet of volume, as they would have to add a lid on it, which significantly changes the character and design of the space, but stated that it could be done for about$30,000 or more. Director Hernandez asked if they had looked into the possibility of foldable glass; Mr. Randall stated that there were two (2) foldable glass walls with the foldable panels on the two (2) other walls in the design currently, but noted that to completely enclose the room has some challenges because of the acoustics. Ms. Harris stated that an option could be to enclose the space with walls and leave the ceiling open, in which the space would not be completely sound proof, but could offer more privacy. Director McCartney stated that somewhere in the building there should be a place to hold a private meeting and other Directors expressed concerns of not being able to hold a private meeting in an open conference room. Director Presley stated that he agreed with the idea of having the conference room enclosed on all four(4) sides with an open ceiling, in order to help with privacy and that with old buildings, there has to be a stopping point. He further noted that the he would like to see the courtyard space made useable and he liked the flexibility of being able to decide what to do with the space at a later date. MDD Board Regular Meeting Minutes December 07,2017 Page 8 of 10 Director Presley inquired about the placement of the mechanical room in the mezzanine area and the potential for the creation of another conference room upstairs. Mr. Russell stated in response that the mechanical room had to be strategically placed due where it is now due to the placement of the steps, and how they come down. He further noted that as long as the functions remained the same in the downstairs area, there would not be an issue with accessibility, but they would double check on this item. Additionally, Mr. Russell noted that there had been a private conference room in the downstairs area at first, but they changed the design and turned it into office space for the Tourism Division,which are lockable spaces. Director Brewer noted that the design meets the purpose and along with the noted changes, the building would be a thousand percent better than it is now as well as be used by staff and the public. He stated that the engineers did an excellent job and the Board should move this project along and handle the small tweaks while moving forward in the process. Additionally, he stated that he could support the design as submitted today. Mr. Russell stated that the intent is to be done with the project by this time next year. Director Hoskins requested that there be lighting added to the marque sign so that it could be seen better and that the static message boards be changed to LED computer controlled message boards, in order to change the message easily. Mr. Russell stated that there is a$10,000 line item for lights on the sign, which will light the marquee well. Mr. Hollenberg stated that there are a couple of different things to consider on the message centers that consist of three (3) message boards: they can be monochrome or color depending on the cost and desire of the Board or have two (2) message boards at an angle and eliminate the third one. Mr. Hollenberg noted that they did not have the pricing available at that time for these options, but would get those numbers for the staff as soon as possible. General Manager Davis noted that once he received, he would forward them along to the Board via email. 5. REPORTS a. Receive the Economic Development Foundation's 4th Quarter Report. Mr. BJ Simon, representative for the Economic Development Foundation (EDF) presented the fourth quarter report and stated that the office incubator space in the previously discussed item would be unique to the area and an asset. He stated that the conference center was going to be a huge amenity and would be used for brainstorming, presentations and other such things. President DonCarlos requested that Mr. Simon submit his comments regarding the design of the incubator space to the architects. Mr. Simon stated that the fourth quarter report was for the period covering July ist through September 30th, 2017. He stated the EDF responded to 64 prospects,hosted two (2) site visits, and supported work for Hurricane Harvey. He stated that they assisted with a number of projects that have emerged through the Governor's Office for this area and that they continue their support of retail in the area including the San Jacinto Mall redevelopment project. MDD Board Regular Meeting Minutes • December 07,2017 Page 9 of 10 Mr. Simon stated that they recently attended the Texas Deal Making Conference in November 2017, and continues to support development projects for the City in various capacities, as well as, continues its work in Incubators without Walls, which is a virtual referral framework that's interoperable with the new business incubator when it is completed. He stated that the EDF continues to support the City in its various economic development projects and initiatives; such as the Bayland Island Project, the enhancement of telecommunications, inter-mobile transportation, collaboration with workforce development allies, activities related to tax- abatement programs, new market tax credits for the City, local foreign trade zones and other meetings and activities associated with economic development of our area. Director Presley about whether or not Baytown continued to be in the running as a site for a potential economic development project. Mr. Simon stated in response that the project in question is named Project Eagle which is a South Korean Development. He stated that the developers have re-evaluated their project and re-submitted it in a smaller scale with Baytown continuing to be one of the possible sites. President DonCarlos stated that they met with this delegation and they seemed a little unorganized and he was happy to hear that they are moving forward with their project. President DonCarlos expressed appreciation to the EDF on their work with the H-E-B project that was over ten years in the making. Additionally, he noted that the Baytown store was one of the third largest openings for H-E-B, and could not have gotten done without the EDF's support and hard work. b. Receive the Baytown Municipal Development District's Quarterly Financial and Investment Reports for the Quarter Ending September 30,2017. Finance Director,Wade Nickerson presented the Baytown Municipal Development District's (the "District") Financial Report for the Quarter ending September 30, 2017, and noted that they're currently undergoing the District's audit, so the numbers may change a little. Mr. Nickerson stated that as it relates to the revenues, the financials show that the District came in 99.87% of budget. He stated that the sales tax came in a little lower than budgeted; therefore, the numbers would remain the same for the upcoming year to counter act any lower that may occur in the future. He stated that sales tax came in 4.5% over last year and while not as high as budgeted, it is higher than surrounding jurisdictions. He noted that the economy is in an upswing, so Finance anticipates better sales tax numbers moving forward. Mr. Nickerson stated that expenditures funds were project related, which means that expenditures will show that they're at 60%; any monies left over from this budget year will be kept on the books, in order to ensure that there are monies to complete the associated projects (parks, streets, administration, etc.) in the upcoming budget year. Additionally, he stated that as it relates to investments, the District show a little under $4.6 million at 1.165%, which resulted in about $12,460 earned in interest for the quarter. 6. EXECUTIVE SESSION MDD Board Regular Meeting Minutes December 07,2017 Page 10 of 10 a. Recess into and conduct an executive session pursuant to 551.072 of the Texas Government Code to deliberate the purchase of real property for a development project. At 5:33 P.M., President DonCarlos recessed into and conducted an executive session pursuant to 551.072 of the Texas Government Code to deliberate the purchase of real property for a development project. At 5:43 P.M., Mayor DonCarlos reconvened the Open Meeting of the MDD Board Special Meeting and announced that in accordance with Section 551.102 of the Texas Open Meetings Act, no action was taken in the Executive Session. 7. MANAGER'S REPORT a. Reminder that the next Baytown Municipal Development District meeting is scheduled for Thursday, January 04, 2018, at 4:30 P.M., in the City Council Chamber, 2401 Market Street, Baytown, Texas, 77520. General Manager Davis advised the Board that their next MDD meeting was scheduled for Thursday, December 14, 2017, at 6:30 P.M., and their next regularly scheduled meeting would be on January 18, 2018, at 4:30 P.M., in the City Council Chamber, 2401 Market Street, Baytown, Texas, 77520. 6. ADJOURN With there being no further business to discuss, President DonCarlos adjourned the December 07, 2017, MDD Board Special Meeting at 5:45.13,M. � e Leticia Brysch, Assistl t Secretary City of Baytown