MDD Resolution No. 419 RESOLUTION NO. 419
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT APPROVING A PRELIMINARY
OFFICIAL STATEMENT,GROUND LEASE AGREEMENT,CITY FACILITIES UNIT
LEASE AGREEMENT, HOTEL SERVICES AGREEMENT, AMENDED AND
RESTATED DEVELOPMENT MANAGEMENT AGREEMENT, BOOKING
AGREEMENT, ASSET MANAGEMENT AGREEMENT, MARINA SITE PARKING
AGREEMENT, DESIGN-BUILD AGREEMENT, INTERLOCAL AGREEMENT,
CONDOMINIUM DECLARATION, CITY FACILITIES DEED, AND CONTINUING
DISCLOSURE AGREEMENT RELATING TO THE BAYTOWN CONVENTION
CENTER HOTEL PROJECT;DELEGATING THE AUTHORITY TO THE PRESIDENT
OF THE DISTRICT TO EXECUTE CERTAIN DOCUMENTS RELATED TO THE
PROJECT; AND APPROVING OTHER MATTERS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS,the Baytown Municipal Development District (the"District")was created by the City
of Baytown(the"City"), pursuant to Chapter 377,Texas Local Government Code(the"Act");
WHEREAS, the District and the City desire for the District to finance,construct, own and operate
a convention center hotel (the "Hotel") and to enter into a facilities lease with respect to operation of a
convention center(the"Convention Center," and with the Hotel, the"Project") in the City;
WHEREAS, the Act authorizes and empowers, and the District desires, to issue revenue bonds
("Bonds")to finance the Project;
WHEREAS, in connection with the issuance of the Bonds, the District desires to issue the
Preliminary Official Statement describing the Project, the terms of the Bonds, and other matters relating
thereto, and subsequently execute a bond purchase agreement with Citigroup Global Markets Inc., in its
capacity as underwriter;
WHEREAS, at the time of future execution of a bond purchase agreement, the District intends to
approve a trust indenture and security agreement and related security bonds reflecting the final terms and
conditions of the bond issuance;
WHEREAS, the Board has been presented with and has examined forms of documents related to
the issuance of bonds and the Project, including a Preliminary Official Statement, Ground Lease
Agreement, City Facilities Unit Lease Agreement, Hotel Services Agreement, Amended and Restated
Development Management Agreement, Booking Agreement, Asset Management Agreement, Marina Site
Parking Agreement, Design-Build Agreement, Interlocal Agreement, Condominium Declaration, City
Facilities Deed, Continuing Disclosure Agreement, and Depository and Account Control Agreement
(collectively the"District Documents");NOW THEREFORE,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: The facts and recitations contained in the preamble of this Resolution are hereby
found and declared to be true and correct.
Section 2: The Board hereby approves the District Documents,which are attached hereto and
incorporated herein for all intents and purposes as follows:
Exhibit A Preliminary Official Statement
Exhibit B Ground Lease Agreement
Exhibit C City Facilities Unit Lease Agreement
Exhibit D Hotel Services Agreement
Exhibit E Amended and Restated Development Management Agreement
Exhibit F Booking Agreement
Exhibit G Asset Management Agreement
Exhibit H Marina Site Parking Agreement
Exhibit I Design-Build Agreement
Exhibit J Interlocal Agreement
Exhibit K Condominium Declaration
Exhibit L City Facilities Deed
Exhibit M Continuing Disclosure Agreement
Section 3: The Board hereby authorizes, empowers, directs and resolves, that the General
Manager of the District, in connection with the issuance of the Bonds,to perform all acts and things and to
execute, acknowledge and deliver the District Documents and all related certificates, financing statements,
instruments and other papers, whether or not herein mentioned, as the General Manager may determine to
be necessary and desirable in order to carry out the terms and provisions of this Resolution as well as the
terms and provisions of the District Documents.
Section 4: The Board hereby authorizes, empowers, directs and resolves, that the Secretary
of the District from time to time and at any time do and perform all acts and things and to give and execute
certifications and affix the corporate seal of the District to all District Documents, certificates, financing
statements, instruments and other papers, whether or not herein mentioned, as the Secretary may determine
to be necessary and desirable in order to carry out the terms and provisions of this Resolution, as well as
the terms and provisions of the District Documents, such determination to be conclusively evidenced by
the performance of such acts and things and the execution of any such certificate.
Section 5: All actions taken by officers of the District in connection with the above-described
agreements are hereby ratified and affirmed in all respects.
Section 6: If any section, paragraph, clause or provision of this Resolution is for any reason
held to be invalid or unenforceable, the invalidity or unenforceability of such section,paragraph, clause or
provision shall not affect any of the remaining provision of this Resolution.
Section 7: 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 okAhe Board of Directors of the
Baytown Municipal Development District, this the 5"day of August 20
CHRIS PRESLEY, Vice President
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ATTEST: .• '.
WY1 ,• A '�
AN—G—ELAXCKSON, Inter} s ecr
APPROVED AS TO FORM11111111101111•••••
KAREN L. HORNER, GenerM Counsel
R\Karen Homer\DocumentsTiles\City Council\Municipal Development District\Resolutions\2021\August i\Baytown MDD Resolution 4833-2086-8340 2.docx
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