MDD Resolution No. 390RESOLUTION NO. 390
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL
MANAGER TO EXECUTE AN EXTENSION AGREEMENT FOR THE MUNICIPAL
ADVISORY AGREEMENT WITH HILLTOP SECURITIES INC.; AUTHORIZING
PAYMENT TO HILLTOP SECURITIES, INC., CONSISTENT WITH SUCH
EXTENSION AGREEMENT; MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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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 finds that the expenditures authorized herein are for improvements, which satisfy the purposes for
which the funds can be expended pursuant to Chapter 377 of the Texas Local Government Code and/or
Section 3888.102 of the Special District Local Laws Code. All required findings pursuant thereto are
hereby declared to have been made and adopted as findings of the Board of Directors.
Section 2: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the General Manager to execute an Extension Agreement for the Municipal Advisory
Agreement with Hilltop Securities Inc. A copy of said agreement is attached hereto as Exhibit "A," and
incorporated herein for all intents and purposes.
Section 3: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the payment to Hilltop Securities Inc., in accordance with the agreement referenced in
Section 2 hereof.
Section 4: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Municipal Development District, this the 9`h da of April, 2020.
BRANDON CAPETILL resident
.ST:
ETICIA BRYSCH, tant Secretary
APPROVED AS TO FORM:
NACIO RAMIItEZ, S eneral Counsel
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EXTENSION OF THE MUNICIPAL ADVISORY AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This EXTENSION AGREEMENT is made, entered into and effective as of the day of
March, 2020, by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, (the
"Issues") and HILLTOP SECURITIES INC. ("HilltopSecurities").
WHEREAS, the Issuer and HilltopSecurities entered into a Municipal Advisory Agreement (the
"Agreement") on April 2, 2019; and
WHEREAS, the Agreement will expire on April 30, 2020; and
WHEREAS, HilltopSecurities and the Issuer desire to extend the Agreement for an
additional year in order to account for some delays associated with the Baytown
Hotel/Convention Center Project;
NOW THEREFORE, in consideration of the promises and of the mutual covenants and
agreements herein contained, the Issuer and HilltopSecurities agree as follows:
1. Section II "Term and Termination" of the Agreement shall be amended to read as follows:
SECTION H
TERM AND TERMINATION
A. Term of this Eneatement. The term of this Agreement begins on the
Effective Date and ends, unless terminated pursuant to paragraph B of this
Section II, on the last day of the month in which the second anniversary date of
the Effective Date shall occur.
2. In the event of any ambiguity in any of the terms of this Extension Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author the
same.
This Extension Agreement shall in all respects be interpreted and construed in accordance with
and governed by the laws of the State of Texas, regardless of the place of its execution or
performance. The place of making and the place of performance for all purposes shall be
Baytown, Harris County, Texas.
4. This Extension Agreement shall bind and benefit the Issuer and HilltopSecurities and shall not
bestow any rights upon any third parties.
5. This Extension Agreement contains all the agreements of the parties relating to the subject matter
hereof and is the full and final expression of the agreement between the parties. This Extension
Agreement shall not be amended or modified without the express written consent of both parties
hereto.
6. The officers executing this Extension Agreement on behalf of the parties hereby represent that
such officers have full authority to execute this Extension Agreement and to bind the party he/she
represents.
Signature page follows
Extension Agreemen , Page 1
IN WITNESS WHEREOF, the parties have executed this Extension Agreement as of the date
first set forth above in multiple copies, each of which shall be deemed to be an original, but all of which
shall constitute but one and the same agreement.
HILLTOP SECURITIES INC.
By: ,
oq , or -row/
Managing Director
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
M.
Richard L. Davis
General Manager
COMON.egahKaren Files Contracts GarfielMilltop Agreement ExtensionAgrcement.docx
Extension Agreement, Page 2