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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