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2019 02 07 MDD MinutesMINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT February 7, 2019 The Board of Directors of the Baytown Municipal Development District (MDD) met in a Regular Meeting on Thursday, February 7, 2019, at 4:33 P.M., in the Council Chamber of the Baytown City Hall, 2401 Market Street, Baytown, Texas with the following in attendance: Laura Alvarado Secretary Mary Hernandez Director Charles Johnson Director Heather Betancourth Director Robert C. Hoskins Director David Himsel Director David P. Jirrels Director Ron Bottoms Deputy General Manager Karen Horner Assistant General Counsel Alisha Segovia Deputy Assistant Secretary Deputy Assistant Secretary Alisha Segovia convened the February 7, 2019, MDD Board Regular Meeting with a quorum present at 4:33 P.M., all members were present with the exception of President Brandon Capetillo, Vice President Chris Presley, and Directors Suhey Rios -Alvarez and Gary Englert who were absent. Mrs. Segovia requested a motion to nominate a presiding officer for the meeting as the president and vice president were not in attendance. A motion was made by Director Mary Hernandez, and second by Director Charles Johnson electing Secretary Laura Alvarado as the presiding officer for the meeting. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved Baytown MDD Regular Meeting February 7, 2019 Page 2of6 1. MINUTES a. Consider approving the minutes of the Baytown Municipal Development District Special Meeting held on September 13, 2018. b. Consider approving the minutes of the Baytown Municipal Development District Special Meeting held on September 27, 2018. C. Consider approving the minutes of the Baytown Municipal Development District Regular Meeting held on November 1, 2018. d. Consider approving the minutes of the Baytown Municipal Development District Special Meeting held on November 29, 2018. A motion was made by Director Robert C. Hoskins, and seconded by Director Heather Betancourth approving the minutes associated to agenda items 1 a. through Ld. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved 2. PROPOSED RESOLUTIONS a. Consider a resolution authorizing the Ground Lease and License Agreement with the City of Baytown for the Baytown Convention Center Hotel. Deputy General Manager Ron Bottoms presented agenda item 2.a. and stated that Resolution No. 367 approves the Ground Lease and License Agreement with the City of Baytown for the Baytown Convention Center Hotel and stated that the item has not changed since it was last presented before the Board at their January 10, 2019 meeting. A motion was made by Director Robert C. Hoskins, and seconded by Director Charles Johnson approving Resolution No. 367, regarding agenda Item 2.a. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Baytown MDD Regular Meeting February 7, 2019 Page 3 of 6 Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved RESOLUTION NO. 367 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO EXECUTE THE GROUND LEASE AND LICENSE AGREEMENT WITH THE CITY OF BAYTOWN FOR THE BAYTOWN HOTEL/CONVENTION CENTER PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. b. Consider a resolution authorizing the City Facilities Lease Agreement with the City of Baytown. Deputy General Manager presented agenda item 2.b. and stated that Resolution No. 368 authorizes the City Facilities Lease Agreement with the City of Baytown and that the City Facilities Lease allows the MDD to lease the Convention Center Improvements and Convention Center Premises from the City for MDD's use in connection with the operation of the Hotel and the Convention Center Improvements. A motion was made by Director Robert C. Hoskins, and seconded by Director Charles Johnson approving Resolution No. 368, regarding agenda Item 2.b. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved RESOLUTION NO. 368 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO EXECUTE THE CITY FACILITIES LEASE AGREEMENT WITH THE CITY OF BAYTOWN FOR THE BAYTOWN HOTEL/CONVENTION CENTER PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. Baytown MDD Regular Meeting February 7, 2019 Page 4 of 6 C. Consider a resolution authorizing the Second Amendment to the Interlocal Agreement with the City of Baytown to fund the Brunson Theater Project. Mr. Bottoms presented agenda item 2.c and stated that Resolution No. 369 approved the Second Amendment to the Interlocal Agreement with the City of Baytown to fund the Brunson Theater Redevelop Project (the "Project"). Mr. Bottoms further stated that this that on November 29, 2018, the MOD approved the first amendment with the City of Baytown to provide funding up to $1,361,857.60 for the Project and that this Second Amendment increases the funding by $24,032.80 to add additional bracing at the roof deck, and the additional cost to frame, sheath, insulate, and paint the outer wall in offices 2 and 3, and furnish and install conduit riser for incoming phone/data. Additionally, he stated that with this amendment the total MDD funding obligation for this Project is $1,385,890.40. Director David Himsel questioned Interim City Engineer AJ Shakyaver about the corrosion of the beams and Mr. Shakyaver answered that the beams have either been sandblasted or deemed structurally sound by assessment and that the only structural component to this item is the basin which will go in between the roof joists along the outer wall to provide an additional layer of support. Mr. Bottoms stated that as the project nears the conclusion there might be additional items to bring before the Board to address cosmetic items and the Board expressed their desire to tour the facility. A motion was made by Director Robert C. Hoskins, and seconded by Director Mary Hernandez approving Resolution No. 369, regarding agenda item 3.c. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved RESOLUTION NO. 369 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO EXECUTE THE SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT WITH THE CITY OF BAYTOWN FOR FUNDING THE BRUNSON THEATER REDEVELOPMENT PROJECT; AUTHORIZING PAYMENT OF AN ADDITIONAL AMOUNT NOT TO EXCEED TWENTY- FOUR THOUSAND THIRTY-TWO AND 80/100 DOLLARS ($24,032.80); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. Baytown MDD Regular Meeting February 7, 2019 Page 5 of 6 3. REPORTS a. Receive the Economic Development Foundation's First Quarter Report. Mr. BJ Simon Representative of the Economic Development Foundation ("BDF") presented the Board with their first quarter report for the period covering October 1st through December 3 V% 2018, and entertained questions from the Board. b. Receive the Baytown Municipal Development District's Quarterly Financial and Investment Reports for the Quarter Ending December 31, 2018. Finance Director Wade Nickerson presented the Baytown Municipal Development District's Financial Report and Investment Report for the Quarter ending December 31, 2018, and stated that sales tax revenues are currently at 24% of the projected budget, which is 8% lower than the previous year but these totals do not include the Christmas spending season. On a twelve month rolling average the revenues were up a little under 7%. Mr. Nickerson further stated that expenditures are mostly project based funds and that the numbers do not always track in a linear fashion and pointed out the following line items: Economic Development Project line item, which covers the Brunson Project and stated that the monies are encumbered due to contractual agreements but the funds have not been expended and a payment for a 380 agreement that is a one-time yearly payment which comes in at the first quarter of the year. Mr. Nickerson also pointed out that the street project line item is showing at 61%, which is also due to the fashion that was described for the Brunson Project. Lastly, Mr. Nickerson presented the Investment Report and stated that at the end of the quarter there was 4.348 million dollars in TX Pool, earing 2.29% interest, for a total earnings of $26,428. 4. MANAGER'S REPORT a. The next Baytown Municipal Development District meeting is scheduled for Thursday, March 7, 2019, at 4:30 p.m., in the Council Chamber located at City Hall, 2401 Market Street, Baytown, Texas, 77520. Mr. Ron Bottoms presented the Manager's Report and stated that the next meeting is scheduled for Mach 7th, but that a special meeting might be called before such time if the hotel and convention center franchise agreement with Marriott and the operator agreement with Interstate are approved. As of now both agreements are on hold awaiting their review and comments by the contracting entity. He further stated that he is optimistic that things will get done in the next few weeks but that things are progressing much slower than anticipated. Lastly, Mr. Bottoms stated that the Guaranteed Maximum Price ("GMP") document will be presented soon and that costs have increased and that an overview will be presented to the Board in the near future, possibly at their meeting in March. Baytown MDD Regular Meeting February 7. 2019 Page 6 of 6 5. ADJOURN A motion was made by Secretary Laura Alvarado, and seconded by Director David Himsel adjourning the February 7, 2019, MDD Board Regular Meeting. The vote was as follows: Ayes: Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels Nays: None Other: President Brandon Capetillo (Absent), Vice President Chris Presley (Absent), Director Suhey Rios -Alvarez (Absent), Director Gary Englert (Absent) Approved With there being no further business to discuss, Presiding Officer Alvarado adjourned the February, 7, 2019, MDD Board Regular Meeting at 4:33 P.M. DEV��'fi Leticia Brysch, Assistant Se etary ` 3 City of Baytown