2020 04 09 MDD Minutes, SpecialMINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
April 9, 2020
The Board of Directors of the Baytown Municipal Development District (MDD) met in a
Special Meeting on Thursday, April 9, 2020, at 4:52 P.M., in the Council Chamber of the
Baytown City Hall, 2401 Market Street, Baytown, Texas with the following in attendance:
Brandon Capetillo
President
Chris Presley
Vice President
Laura Alvarado
Secretary
Suhey Rios -Alvarez
Director
Charles Johnson
Director
Heather Betancourth
Director
Mary Hernandez
Director
David Himsel
Director
David P. Jirrels
Director
Gary Englert
Director
Rick Davis General Manager
Karen Horner First Assistant General Counsel
Leticia Brysch Assistant Secretary
President Brandon Capetillo convened the April 9, 2020, MDD Board Special Meeting with a
quorum present at 4:52 P.M., all members were present with the exceptions of Directors Englert,
Betancourth and Rios -Alvarez.
1. MINUTES
President Capetillo requested that the minutes under Items l.a. and l.b. be considered for
approval together.
a. Consider approving the minutes of the Municipal Development District Regular
Meeting held on February 6, 2020.
b. Consider approving the minutes of the City Council, Baytown Municipal
Development District, and Parks and Recreation Advisory Board Joint Meeting for
Thursday, February 20, 2020.
A motion was made by Director Charles Johnson, and seconded by Vice -President Chris
Presley to approve (1) the minutes of the Municipal Development District Regular Meeting held
on February 6, 2020, and (2) the minutes of the City Council, Baytown Municipal Development
District, and Parks and Recreation Advisory Board Joint Meeting for Thursday, February 20,
2020, as submitted. The vote was as follows:
MDD Board Special Meeting Minutes
April 9, 2020
Page 2 of 6
Ayes: President Brandon Capetillo, Vice President Chris Presley, Secretary Laura
Alvarado, Director Robert C. Hoskins, Director Charles Johnson, Director Mary
Hernandez, Director David Himsel, Director David P. Jirrels
Nays: None
Other: Director Suhey Rios -Alvarez (Absent), Director Heather Betancourth, and
Director Gary Englert (Absent)
Approved
2. PROPOSED RESOLUTIONS
a. Consider a resolution approving the budget for the Baytown Hotel Convention
Center Project.
A motion was made by Secretary Laura Alvarado, and seconded by Vice -President Chris
Presley to approve Resolution No. 389, related to Item 2.a. The vote was as follows:
Ayes: President Brandon Capetillo, Vice President Chris Presley, Secretary Laura
Alvarado, Director Robert C. Hoskins, Director Charles Johnson, Director Mary
Hernandez, Director David Himsel, Director David P. Jirrels
Nays: None
Other: Director Suhey Rios -Alvarez (Absent), Director Heather Betancourth, and
Director Gary Englert (Absent)
Approved
RESOLUTION NO. 389
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT REPEALING
RESOLUTION NO. 359, WHICH APPROVED A BUDGET FOR THE
BAYTOWN HOTEL AND CONVENTION CENTER PROJECT;
APPROVING AN UPDATED BUDGET FOR THE BAYTOWN HOTEL
CONVENTION CENTER PROJECT; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
b. Consider a resolution authorizing an Extension Agreement for the Municipal
Advisory Agreement with Hilltop Securities Inc.
MDD Board Special Meeting Minutes
April 9, 2020
Page 3 of 6
General Manager Rick Davis presented that item and stated that this proposed resolution
authorizes an Extension Agreement for the Municipal Advisory Agreement with Hilltop
Securities Inc. ("Hilltop") who has served as the District's financial advisor. He noted
that because the Baytown Municipal Development District ("MDD") will issue municipal
securities, the MDD desires to extend the services of Hilltop.
Pursuant to the Agreement, Hilltop will provide advice regarding the MDD's bond issuance and
any financial product that may be available to the MDD. Pursuant to the Agreement, Hilltop
may assist in the preparation of the official statement and make recommendations regarding the
issuance of securities and debt management. The term of the initial agreement was one year,
which will expire on April 30, 2020. This Extension Agreement extends the agreement for
another year. Compensation for services associated with the issuance of municipal services shall
be $19,500 plus $1.75 per thousand over $5,000,000. Other post -sale services will be based
upon an hourly rate. Reimbursable expenses will not exceed $15,000. Mr. Davis stated that
Hilltop has provided great service to MDD, the City and the Baytown Hospitality Public
Facilities Corporation, and he recommended the approval.
A motion was made by Secretary Laura Alvarado, and seconded by Director Charles Johnson to
approve Resolution No. 390, related to Item 2.b. The vote was as follows:
Ayes: President Brandon Capetillo, Vice President Chris Presley, Secretary Laura
Alvarado, Director Robert C. Hoskins, Director Charles Johnson, Director Mary
Hernandez, Director David Himsel, Director David P. Jirrels
Nays: None
Other: Director Suhey Rios -Alvarez (Absent), Director Heather Betancourth, and
Director Gary Englert (Absent)
Approved
RESOLUTION 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.
MDD Board Special Meeting Minutes
April 9, 2020
Page 4 of 6
C. Consider a resolution authorizing additional funding for Winstead PC for legal
services in connection with the Hotel/Convention Center Project.
Mr. David Dawson with Winstead PC, the MDD's Legal Counsel noted that his firm has been
engaged in representing MDD in many different capacities with the main engagement being that
of bond counsel. He noted that typically bond counsel is paid at the time of the bond's closing;
however, the bond process is a little bit delayed. He also noted that the firm's two other main
duties include (1) the negotiation of the hotel operating agreement and the hotel services
agreement with the proposed hotel operator and (2) the renegotiation of the MDD's agreement
with DPR. Mr. Dawson noted that there are some other items that need to be completed as it
relates to the hotel's real estate transactions and he estimated that he needed an additional
$50,000 to get him to the finish line and close the deal. First Assistant General Counsel Karen
Horner clarified that the proposed resolution before the MDD, approves additional funds to
Winstead in an amount not to exceed $105,000 for legal services in connection with the
Hotel/Convention Center Project and not $50,000.
A motion was made by Secretary Laura Alvarado and seconded by Director Charles Johnson to
approve Resolution No. 391, related to Item 2.c. The vote was as follows:
Ayes: President Brandon Capetillo, Vice President Chris Presley, Secretary Laura
Alvarado, Director Robert C. Hoskins, Director Charles Johnson, Director Mary
Hernandez, Director David Himsel, Director David P. Jirrels
Nays: None
Other: Director Suhey Rios -Alvarez (Absent), Director Heather Betancourth, and
Director Gary Englert (Absent)
Approved
RESOLUTION NO.391
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING
AN ADDITIONAL PAYMENT TO WINSTEAD PC, FOR LEGAL
SERVICES IN CONNECTION WITH THE HOTEL AND
CONVENTION CENTER PROJECT IN AN AMOUNT NOT TO
EXCEED ONE HUNDRED FIVE THOUSAND AND NO100 DOLLARS
($105,000.00); MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
3. MANAGER'S REPORT
MDD Board Special Meeting Minutes
April 9, 2020
Page 5 of 6
a. The next Baytown Municipal Development District meeting is scheduled for
Thursday, May 7, 2020, at 4:30 p.m., in the Council Chamber located at City Hall, 2401
Market Street, Baytown, Texas, 77520.
There was not report.
4. EXECUTIVE SESSION
a. Recess into and conduct an executive session pursuant to Sections 551.071 of the
Texas Government Code to seek the advice of the District's attorneys on legal matters
related to the Baytown Hotel and Convention Center Project.
At 5:00 P.M., President Capetillo recessed into and convened into an executive session pursuant
to Sections 551.071 of the Texas Government Code to seek the advice of the District's attorneys
on legal matters related to the Baytown Hotel and Convention Center Project.
At 5:49 P.M., President Capetillo reconvened the Baytown Municipal Development District,
April 9, 2020, Special Meeting and announced that in accordance with Section 551.102 of the
Texas Government Code, no action was taken in executive session.
5. ADJOURN
With there being no further business to discuss, President Capetillo adjourned the April 9, 2020,
MDD Board Special Meeting at 5:49 P.M.
Leticia Brysch, E
City of Baytown