BHPFC Resolution No. 14 RESOLUTION NO. 14
A RESOLUTION OF THE BAYTOWN HOSPITALITY PUBLIC FACILITIES
CORPORATION APPROVING A TECHNICAL SERVICES AGREEMENT
AMENDMENT AND OTHER MATTERS RELATED THERETO; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the Baytown Hospitality Public Facilities Corporation (the "PFC"), a nonprofit
corporation created by the City of Baytown, Texas (the "City"); the Baytown Municipal Development
District (the"District"), a municipal development district established by the City; and Hyatt Corporation
("Hyatt"),a Delaware corporation entered into that certain Technical Services Agreement dated September
3, 2020 relating to the Baytown convention center hotel project; and
WHEREAS,the PFC,the District,and Hyatt desire to amend the Agreement to remove the PFC as
a party thereto; NOW THEREFORE,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN HOSPITALITY
PUBLIC FACILITIES CORPORATION:
Section 1: The Technical Services Agreement Amendment, attached hereto as Exhibit "A,"
and incorporated herein for all intents and purposes, is hereby approved.
Section 2: The Board hereby authorizes, empowers, directs and resolves, the General
Manager of the PFC,to perform all acts and things and to execute,acknowledge and deliver the Amendment
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.
Section 3: The Board hereby authorizes, empowers, directs and resolves, that the Secretary
of the PFC 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 PFC to the Amendment, 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,such determination
to be conclusively evidenced by the performance of such acts and things and the execution of any such
certificate.
Section 4: All actions taken by officers of the PFC in connection with the above-described
agreements are hereby ratified and affirmed in all respects.
Section 5: 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 6: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Hospitality Public Facilities Corporation.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Hospitality Public Facilities Corporation,this the 25°i day of August, 2021.
7j 1 CJ24�
BRANDON CAMILLO, hesilent
N►►►r►rrUq��'i
A EST: ���0►
L�
ANGELA J KSON, Interid} sis reta
APPROVED AS TO FORM:
J &tL
KAREN L. 1 RNER, General Counsel
R,Rmcu Homtt;Hocum cts99lc5 Pity Council PFC RaoluIiooQ02 I August 25'%Ba Loam PFC-A ugunt 25-Rmolmion Approving TSA Amendmem 4831-9588-5895 1(002).docx
2
Exhibit "A"
FIRST AMENDMENT TO
TECHNICAL SERVICES AGREEMENT
(Hyatt Regency Baytown— Houston)
THIS FIRST AMENDMENT TO TECHNICAL SERVICES AGREEMENT (Hyatt
regency Baytown — Houston) (this "Amendment"), is made as of this day of
2021, by and between the Baytown Municipal Development District (the "Owner"), and Hyatt
Corporation ("Hyatt"), and acknowledged by Baytown Hospitality Public Facilities Corporation,
a Texas nonprofit corporation ("PFC") (collectively, the "Parties").
RECITALS:
WHEREAS, the Parties entered into that certain Technical Services Agreement (Hyatt
Regency Baytown — Houston), dated and executed on September 3, 2020 (the "Agreement";
capitalized terms used but not defined herein as therein defined) pursuant to which Hyatt has
agreed to provide certain technical services to Owner in connection with the predevelopment,
development, and construction of the Hotel; and
WHEREAS, the Parties desire to amend the Agreement in order to remove the PFC as a
party thereto, and to provide that the Owner shall assume all rights, obligations and
responsibilities of the PFC in, to and under the Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein
contained, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendment. The Owner hereby assumes all rights, obligations and
responsibilities of the PFC in, to and tinder the Agreement and the PFC and Hyatt hereby agree
and acknowledge the same. In connection with such assumption the PFC is hereby removed as a
party to the Agreement and PFC shall be relieved of all of its duties, obligations and liabilities
thereunder, in each case from and after the date of this Amendment.
3. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and effect. This
Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any
provision of the Agreement other than as set forth herein. This Amendment shall become
effective upon the execution and delivery of this Amendment by all parties hereto.
All terms and conditions of the Agreement not amended hereby shall apply to this
Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to the to be
executed by their respective officers thereunto duly authorized, as of the date first above written.
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
By:
Name:
Title:
Date:
HYATT CORPORATION
By:
Name:
Title:
Date:
Accepted and Agreed:
BAYTOWN HOSPITALITY PUBLIC
FACILITIES CORPORATION
By:
Name:
Title:
Date:
[Signature page to First Amendment to Technical Services Agreement]