2021 08 25 MDD Minutes, SpecialMINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
August 25, 2021
The Board of Directors of the Baytown Municipal Development District ("MDD") met in a Special
Meeting on Wednesday, August 25, 2021, at 4:30 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
Mary Hernandez
Director
Heather Betancourth
Director
Jacob Powell
Director
Suhey Rios -Alvarez
Director (Teleconference)
Gary Englert
Director
David Jirrels
Director
Rick Davis General Manager
Karen Horner General Counsel
Angela Jackson Acting Assistant Secretary
President Brandon Capetillo convened the August 25, 2021, MDD Board Special Meeting with a
quorum present at 4:34 P.M., all members were present with the exception of Director Charles
Johnson and Director Mike Lester, who were absent.
1. PROPOSED RESOLUTION
a. Consider a proposed resolution authorizing the issuance, sale and delivery of the
Baytown Hotel and Convention Center Revenue Bonds, approving and authorizing the
execution of the (i) Final Official Statement, (ii) Bond Purchase Agreement, (iii) Trust
Indenture, (iv) Leasehold Deed of Trust, (v) Assignment of Leases and Rents, (vi) Depository
and Account Control Agreement, (vii) Consent and Subordination Agreement of the Design -
Builder, (viii) Consent and Subordination Agreement of the Development Manager, (ix)
Consent and Subordination Agreement of the Architect, (x) Subordination Nondisturbance
and Attornment Agreement, (xi) Collateral Assignment of Contracts, (xii) Technical Services
Agreement Amendment and (xiii) other documents relating to the Baytown Hotel and
Convention Center Project.
City Attorney Karen Horner provided a clarification and noted that at their place at the dais, the
Directors had an amended resolution, which removed the Final Official Statement and the
Depository and Account Control Agreement ("DACA"). She further noted that Mr. David Dawson
with Winstead was connected via Zoom in case they had further questions.
President Capetillo asked Mr. Dawson to present his comments at this time.
MDD Board Special Meeting Minutes
August 25, 2021
Page 2 of 4
(Via Zoom) Mr. David Dawson congratulated the District and the City, as today was a big day for
theirs since the revenue bonds were priced earlier in the day and the bond purchase agreement
before them reflected the results of the pricing. He then summarized the legal actions that will take
place following the meeting, with the end result being the closing.
A motion was made by Secretary Laura Alvarado and seconded by Vice -President Chris Presley
to approve Resolution No. 420, related to Item La. The vote was as follows:
Ayes: President Brandon Capetillo, Vice -President Chris Presley, Secretary Laura
Alvarado, Director Mary Hernandez, Director Heather Betancourth, Director
Jacob Powell, Director Suhey Rios -Alvarez, Director Gary Englert, and Director
David Jirrels
Nays: None
Other: Director Charles Johnson (Absent) and Director Mike Lester (Absent)
Approved
RESOLUTION NO. 420
A RESOLUTION OF THE BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE
BAYTOWN HOTEL AND CONVENTION CENTER REVENUE BONDS IN
ONE OR MORE SERIES TO FINANCE THE DESIGN, DEVELOPMENT,
CONSTRUCTION, EQUIPPING, FURNISHING, AND OPENING OF A HOTEL
AND CONVENTION CENTER AND OTHER RELATED COSTS;
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT,
TRUST INDENTURE, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF
LEASES AND RENTS, CONSENT AND SUBORDINATION AGREEMENT
OF DESIGN -BUILDER, CONSENT AND SUBORDINATION AGREEMENT
OF DEVELOPMENT MANAGER, CONSENT AND SUBORDINATION
AGREEMENT OF ARCHITECT, SUBORDINATION NONDISTURBANCE
AND ATTORNMENT AGREEMENT, COLLATERAL ASSIGNMENT OF
CONTRACTS, TECHNICAL SERVICES AGREEMENT AMENDMENT, AND
OTHER DOCUMENTS RELATING TO THE BAYTOWN HOTEL AND
CONVENTION CENTER PROJECT; DELEGATING AND AUTHORIZING
THE GENERAL MANAGER OF THE DISTRICT TO EXECUTE CERTAIN
DOCUMENTS RELATED TO THE PROJECT; AND OTHER MATTERS
RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
b. Consider resolution authorizing an interlocal agreement with the City of Baytown for
funding of the Evergreen Strategic Plan, Lee Drive Preliminary Engineering Report and the
West Main Street Preliminary Engineering Report.
MDD Board Special Meeting Minutes
August 25, 2021
Page 3 of 4
Assistant City Manager Nick Woolery provided a map of the project area and summarized the
context for item l.b. He noted that the interlocal agreement consisted of a study as well as a
preliminary engineering report for West Main from Hwy 146 to Alexander, and a preliminary
engineering report for Lee Drive, from Grand Parkway up to Market Street by Lee College.
Basically, they would envision what revitalization of those two corridors would look like based on
the limited right-of-way and transform them to where they are more walkable, bikeable, and
connect those areas down to the south of the City by the water front. Mr. Woolery further noted
that they would ask the planners on the study portion, to see how they can 1) maximize the water
front, and 2) maximize the Grand Parkway, as well as the area around Cedar Bayou since there is
industry on one side, there is some caution as to how one can develop the area while having enough
buffer for residential developments that are nearby.
A motion was made by Secretary Laura Alvarado and seconded by Director Mary Hernandez to
approve Resolution No. 421, related to Item l .b. The vote was as follows:
Ayes: President Brandon Capetillo, Vice -President Chris Presley, Secretary Laura
Alvarado, Director Mary Hernandez, Director Heather Betancourth, Director
Jacob Powell, Director Suhey Rios -Alvarez, Director Gary Englert, and Director
David Jirrels
Nays: None
Other: Director Charles Johnson (Absent) and Director Mike Lester (Absent)
Approved
RESOLUTION NO. 421
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT
TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE CITY OF
BAYTOWN FOR FUNDING OF THE EVERGREEN STRATEGIC PLAN, LEE
DRIVE PRELIMINARY ENGINEERING REPORT AND THE WEST MAIN
STREET PRELIMINARY ENGINEERING REPORT; AUTHORIZING
PAYMENT OF AN AMOUNT NOT TO EXCEED FOUR HUNDRED NINETY-
NINE THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS($499,800.00);
MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
2. MANAGER'S REPORT
MDD Board Special Meeting Minutes
August 25, 2021
Page 4 of 4
a. The next Baytown Municipal Development District meeting is scheduled for Thursday,
September 2, 2021, at 4:30 P.M., in the Council Chamber located at City Hall, 2401 Market
Street, Baytown, Texas, 77520.
General Manager Rick Davis ceded some of his time to Finance Director Victor Brownlees so that
he could summarize the significance of what occurred that day as it pertained to the revenue bond
sales. Mr. Brownlees noted that they had sold the bonds that morning and they had an incredible
successful bond sale as the interest rate in the current market was just slightly higher than 3% and
below the anticipated 6% rate; therefore, it was a remarkable win for the City.
Mr. Chris Janning, Managing Director with Hilltop Securities, noted two important items for the
District, being that: 1) the rate of 3.39% is way below the rate in the feasibility study so it makes
the debt absolutely affordable in the eyes of the rating agencies and investors, and 2) investors
would not have bought these bonds if they did not believe this was a quality market and a quality
project for the City of Baytown.
Lastly, Mr. Davis reminded the Board that their next MDD regular meeting date was scheduled
for Thursday, September 2, 2021 at 4:30 P.M., in the Council Chamber; however, he would not be
in attendance.
3. ADJOURN
With there being no further business to discuss, President Capetillo adjourned the August 25, 2021,
MDD Board Special Meeting at 4:47 P.M.
S ` ��t9inflH1!
Angela Jac on, Acting Assistant Secretary `p�����,LRF�! f //!
City of Baytown