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2019 01 10 MDD Minutes, SpecialMINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT January 10, 2019 The Board of Directors of the Baytown Municipal Development District (MDD) met in a Special Meeting on Thursday, January 10, 2019, at 4:30 P.M., in the Council Chamber of the Baytown City Hall, 2401 Market Street, Baytown, Texas with the following in attendance: Chris Presley Vice President Laura Alvarado Secretary Suhey Rios -Alvarez Director Mary Hernandez Director Charles Johnson Director Heather Betancourth Director Robert C. Hoskins Director David Himsel Director David P. Jirrels Director Gary Englert Director Ron Bottoms Deputy General Manager Ignacio Ramirez, Sr. General Counsel Alisha Segovia Deputy Assistant Secretary Vice President Chris Presley convened the January 10, 2019, MDD Board Special Meeting with a quorum present at 4:30 P.M., all members were present with the exception of Director Brandon Capetillo. 1. BUSINESS ITEMS a. Consider the election of officers for the position of MDD President. Deputy Assistant Secretary Alisha Segovia presented agenda item La. and stated that on September 6, 2018, former City of Baytown Mayor and MDD President Stephen H. DonCarlos was elected to serve another one year term as the President for the MDD Board and since such that time, Mr. DonCarlos has come off both the Council and the MDD board, leaving the position of MDD President vacant. As such Mr. Segovia stated that this item allows the MDD board to elect one of its members to serve in this capacity to complete the unexpired term of office for President of the Baytown Municipal Development District Board. A motion was made by Director Gary Englert, and seconded by Director David Himsel approving the election of Brandon Capetillo as President to complete the unexpired term left by Stephen H. DonCarlos. The vote was as follows: Ayes: Vice -President Chris Presley, Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director MDD Board Special Meeting Minutes January 10, 2019 Page 2 of 7 Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Nays- None Other: President Brandon Capetillo (Absent), Director Suhey Rios -Alvarez (Not Present for Vote) Approved 2. MINUTES Vice President Chris Presley stated that agenda items 2.a. and 2.b. would be considered together. a. Consider approving the minutes of the Baytown Municipal Development District Regular Meeting held on August 2, 2018. b. Consider approving the minutes of the Baytown Municipal Development District Regular Meeting held on September 6, 2018. A motion was made by Director Mary Hernandez, and seconded by Secretary Laura Alvarado approving the August 2, 2018 and September 6, 2018, MDD Board Regular Meeting minutes. The vote was as follows: Ayes: Vice -President Chris Presley, Secretary Laura Alvarado, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Nays: None Other: President Brandon Capetillo (Absent), Director Suhey Rios -Alvarez (Not Present for Vote) Approved 3. PROPOSED RESOLUTIONS a. Consider resolution authorizing the Ground Lease and License Agreement with the City of Baytown for the Baytown Convention Center Hotel. b. Consider a resolution authorizing the City Facilities Lease Agreement with the City of Baytown. MDD Board Special Meeting Minutes January 10, 2019 Page 3 of 7 Deputy General Manager Ron Bottoms presented agenda item 3.a. and 3.b. together and stated that these items approve a lease agreement and facility agreement for the Hotel and Convention Center Project. The Ground Lease is the land where the facility will be located and the agreement is a lease where the City of Baytown is leasing the land to the Hotel to MDD and the second item is the lease the convention center to the MDD for the entire project and Mr. Bottoms reiterated that the agreements are between MDD and the City of Baytown. Mr. Bottoms further stated that the in order for the documents to be modified. Investors look at the document and that the document is before the Board electronically. Vice President Chris Presley questioned what could possibly be the nature of an amendment in the future and Deputy General Manager Bottoms responded that more than likely it would be amendments related to bonds, as the bond council stated that there might be a chance that amendments might need to be made, as the investors for the bonds have not reviewed the ground lease document yet, however staff is comfortable approving the agreements at this point. Director Robert Hoskins expressed his concern with not having the document with advance notice to review as the documents are rather large and voluminous. Director Charles Johnson and Secretary Laura Alvarado concurred with Director Hoskins sentiments. Director David Jirrels questions who has reviewed the document and Mr. Bottoms responded that General and Bond Counsel have reviewed the documents. Vice President Presley further questioned if there are time constrains with approving these agreements and Mr. Bottoms responded that there is not a time constraint but that staff is trying to keep the item moving forward so that CitiGroup and other interested parties can have ample time to review the agreements. Vice President Chris Presley requested a motion to consider agenda items 2.a. and 2.b. together. A motion was made by Secretary Laura Alvarado, and seconded by Director Mary Hernandez approving agenda items 3.a. and 3.b. The vote was as follows: Ayes: None Nays: Vice -President Chris Presley, Secretary Laura Alvarado, Director Suhey Rios - Alvarez, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Other: President Brandon Capetillo (Absent) Rejected MDD Board Special Meeting Minutes January 10, 2019 Page 4 of 7 C. Consider a resolution reprogramming funds in the Baytown Municipal Development District FY 2018-2019 budget to provide additional funding for furniture, fixtures and equipment for the Evergreen Park Clubhouse. Parks and Recreation Director Scott Johnson presented agenda item 3.c. and stated that Resolution No. 365 approved the reallocation of $175,000.00 in the Baytown Municipal Development District FY 2018-2019 budget from contingencies to the Evergreen Park Clubhouse to use to ready the facility for rental. Mr. Johnson further stated that this funding would cover the purchase and installation of audio visual equipment including large screen TVs for presentations, quality sound system, lobby furniture, dressing room furniture and finishing, as well as commercial kitchen equipment including a refrigerator, ice machine, warming cabinet, a freezer and portable bar. As well as IT needs and some needed electrical improvements to provide power for bands and exterior lighting. A portable podium and cell phone charging station is also included in the project. Mr. Johnson presented the Board with a Power Point Presentation with pictures of the newly renovated facility and stated that requests for rental were already coming in. Director Heather Betancourth questioned if an open house will be conducted to intrude the public to the facility and Mr. Johnson responded that staff will look into conducting a ribbon cutting ceremony sometime in April. Director David Himsel asked the capacity of the facility and the rental fees and Mr. Johnson responded that the capacity is around 150 to 175 and rental fees are the following: • $500 refundable deposit • $60 hourly rental rate • $30 hourly rate (each) for fire and security personnel if required based on number of attendees and if alcohol will be served. The Board commended staff for their efforts on this project and Director Robert Hoskins requested staff to schedule a tour of the facility once the project is complete. A motion was made by Director Robert C. Hoskins, and seconded by Director Heather Betancourth approving Resolution No. 365, regarding agenda item 3.c. The vote was as follows: Ayes: Vice -President Chris Presley, Secretary Laura Alvarado, Director Suhey Rios - Alvarez, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Nays: None Other: President Brandon Capetillo (Absent) Approved MDD Board Special Meeting Minutes January 10, 2019 Page 5 of 7 RESOLUTION NO. 365 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT MAKING A CHANGE IN THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT'S FISCAL YEAR 2018-2019 BUDGET IN ORDER TO REPROGRAM FUNDS TO PROVIDE FUNDING FOR FURNITURE, FIXTURES, AND EQUIPMENT FOR THE EVERGREEN PARK CLUBHOUSE; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. d. Consider a resolution authorizing an interlocal agreement with the City of Baytown for furniture, fixtures and equipment for the Evergreen Park Clubhouse. A motion was made by Director Robert C. Hoskins, and seconded by Director David Himsel approving Resolution No. 366, regarding agenda item 3.d. The vote was as follows: Ayes: Vice -President Chris Presley, Secretary Laura Alvarado, Director Suhey Rios - Alvarez, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Nays: None Other: President Brandon Capetillo (Absent) Approved RESOLUTION NO. 366 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE CITY OF BAYTOWN FOR FUNDING THE FURNITURE, FIXTURES AND EQUIPMENT FOR THE EVERGREEN PARK CLUBHOUSE; AUTHORIZING PAYMENT OF AN AMOUNT NOT TO EXCEE ONE HUNDRED SEVENTY- FIVE THOUSAND AND NO/100 DOLLARS ($175,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 4. MANAGER'S REPORT a. The next Baytown Municipal Development District meeting is scheduled for Thursday, February 7, 2019, at 4:30 p.m., in the Council Chamber located at City Hall, 2401 Market Street, Baytown, Texas, 77520. MDD Board Special Meeting Minutes January 10, 2019 Page 6 of 7 Deputy General Manager Ron Bottoms presented the Managers Report and stated that the Brunson Theater Project is moving along and that they did not make the December I" deadline but possible completion in late February or early March. The roof is almost complete and the inside steel structure is being worked on Hotel/Convention Center continues to be a challenge and that the ground and facilities lease agreements will be brought back before the Board at their next meeting. Mr. Bottoms stated that the franchise agreement has been a challenge with Marriott as they are not accustomed to working with municipalities in the structure that is being presented and there are several attorneys reviewing and commenting back and forth on legal documents. However, staff feels they have all of the comments down to a minimum and hopefully approval is expected in the next future. Mr. Bottoms further stated that as part of the franchise agreement there is an attachment for an owner agreement which is another piece that the MDD Board is a party of as well and the operator agreement. The franchise agreement between Marriott and Interstate (operator) and the owner agreement with Marriott, Interstate, and the City of Baytown and the Operator Agreement, which needs to be vetted very well vetted because they will operate the facility for several years, but that staff has comfort in knowing that Interstate manages approximately 240 Marriot properties so they are versed in this area. Optimistically ground breaking is expected sometime in the second quarter. Staff met with the Mall Group on Tuesday and ground breaking is looking like sometime in February and at this moment the plan is a mini mall between JC Penny's and Macy's and that the building plans were expected to be turned in sometime today and Mr. Bottoms noted that the San Jacinto Blvd Project is moving along as well and is expected to be completed in the summer. 5. ADJOURN A motion was made by Director Charles Johnson, and seconded by Secretary Laura Alvarado adjourning the January 10, 2019, MDD Board Special Meeting. The vote was as follows: Ayes: Vice -President Chris Presley, Secretary Laura Alvarado, Director Suhey Rios - Alvarez, Director Mary Hernandez, Director Charles Johnson, Director Heather Betancourth, Director Robert C. Hoskins, Director David Himsel, Director David P. Jirrels, Director Gary Englert Nays: None Other: President Brandon Capetillo (Absent) Approved MDD Board Special Meeting Minutes January 10, 2019 Page 7 of 7 With there being no further business to discuss, Vice President Chris Presley adjourned the January, 10, 2019, MDD Board Special Meeting at 4:59 P.M. Leticia Brysch, AssistantvAcretary City of Baytown