Aug 25, 2021 Special Municipal Development Committee

[00:00:20]

SO,

[ BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT NOTICE OF MEETING BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT SPECIAL MEETING WEDNESDAY, AUGUST 25, 2021 4:30 P.M. COUNCIL CHAMBER, CITY HALL 2401 MARKET STREET, BAYTOWN, TEXAS 77520 Due to the COVID 19 Disaster and the CDC's recommendation regarding social distancing measures, the public may not be allowed to be physically present at this meeting, as there is a limited amount of space when maintaining the required 6-feet separation from others. For those members of the public that cannot or do not wish to be physically present at the meeting, they will be able to participate through two-way communications, unless the Open Meetings Act suspensions no longer apply. For video conferencing, use the following website www.zoom.com, click on "join a meeting" on the top right-hand corner, and input the following Meeting ID: 844 4969 8320. For telephone conferencing please use the following toll-free number: 1-888-788-0099, Meeting ID: 844 4969 8320. Any person, who is participating through video/teleconferencing and is interested in speaking on any item on the agenda, must submit his/her request via email to the Assistant Secretary at cityclerk@baytown.org. The request must include the speaker's name, address, and phone number that will be used if teleconferencing as well as the agenda item number. The request must be received prior to the posted time of the meeting. The agenda packet is accessible to the public in both HTML and PDF formats at the following link: https://www.baytown.org/183/Public-Meetings-Agenda-Packets. After the meeting, a video recording of this meeting will be made available to the public at https://www.baytown.org/183/Public-Meetings-Agenda-Packets. For more information or questions concerning the teleconference, please contact the Office of the City Clerk at 281-420-6504. AGENDA CALL TO ORDER AND ANNOUNCEMENT OF QUORUM ]

IT IS 4:34 PM WE DO HAVE A QUORUM.

UH, WE HAVE ITEM ONE A,

[1. PROPOSED RESOLUTIONS]

UM, THERE IS A LOT TO COVER.

CONSIDER PROPOSED RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE BAYTOWN HOTEL AND CONVENTION CENTER REVENUE BONDS, APPROVING AND AUTHORIZING THE EXECUTION OF ONE FINAL OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT, TRUST IN INDEN INDENTURE LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, DEPOSITORY AND ACCOUNT CONTROL AGREEMENT, CONSENT AND SUBORDINATION AGREEMENT OF THE DE DESIGN BUILDER CONSENT INSUBORDINATION AGREEMENT OF THE DEVELOPMENT MANAGER CONSENT INSUBORDINATION AGREEMENT OF THE ARCHITECT, UM, SUBORDINATION NON DISTURBANCE AND ATONEMENT AGREEMENT, COLLATERAL ASSIGNMENT OF CONTRACTS, TECHNICAL SERVICE AGREEMENT AMENDMENT, AND OTHER DOCUMENTS RELATING TO THE MAYTOWN HOTEL AND CONVENTION CENTER PROJECT.

SO THAT IS THE ITEM THAT WE WILL BE CONSIDERING FOR ITEM ONE A.

IS THERE ANY COMMENTS? MR. CITY? MAN, WHAT IS GENERAL MANAGER? CAN I MAKE A CLARIFICATION? YES, MA'AM.

REALLY QUICKLY, UM, ON THERE, DS, YOU HAVE AN AMENDED RESOLUTION, SO IT TAKES OUT THE, UM, THE, UH, FINAL OFFICIAL STATEMENT AS WELL AS THE DACA.

SO EVERYTHING ELSE IS THERE.

OKAY.

ALRIGHT, THANK YOU.

YES, SIR.

ANY ADDITIONAL COMMENTS ON THIS? NO.

OKAY.

DAVID DAWSON SHOULD BE ONLINE IF YOU ALL HAVE ANY FURTHER QUESTIONS.

ALRIGHT, MR. DAWSON, IS THERE ANY COMMENTS ON THIS ITEM? UH, A COUPLE COMMENTS.

FIRST, UH, CONGRATULATIONS.

UH, THIS IS A BIG DAY FOR THE CITY AND DISTRICT.

UH, THE BONDS WERE PRICED EARLIER TODAY.

UH, THE BOND PURCHASE AGREEMENT THAT IS IN FRONT OF YOU, UH, REFLECTS, UH, THE RESULTS OF THE PRICING.

SO WHAT WILL HAPPEN IS AFTER THIS MEETING, WE WILL HAVE, UH, MR. DAVIS, UH, SIGN THE NON PURCHASE AGREEMENT.

UM, AND THEN CITIGROUP WILL, UH, INFORM ITS PURCHASERS THAT, UH, UH, WE, WE HAVE A DEAL, UH, AND THAT THE ORDERS, UH, HAVE BEEN ACCEPTED AND THEN WE WILL MOVE INTO THE CLOSING MODE.

UH, SO, UH, AFTER OUR MEETING, WHAT, TWO WEEKS AGO, OR I GUESS ON THE FIFTH, UH, I, I MENTIONED THERE WERE REALLY THREE STEPS TO THIS PROCESS, THAT MEETING ON THE FIFTH TO APPROVE THE PRELIMINARY OFFICIAL STATEMENT, TODAY'S MEETING.

AND THEN, UH, THE NEXT, UH, EVENT WILL BE THE CLOSING, UH, WHICH DEPENDING ON COVID, WE'LL EITHER DO IN PERSON AT WINSTON'S OFFICES OR WE MAY END UP JUST DOING IT REMOTELY.

UM, UH, AND THERE'S NO FURTHER MEETINGS OR, OR ACTIONS THAT ARE NECESSARY, UH, FROM THIS BOARD.

YOU'VE DELEGATED ALL OF THE CLOSING PROCESSES, UH, TO, TO RICK.

UH, THE, ALL OF THE OTHER DOCUMENTS THAT YOU REELED OFF, UH, ARE REALLY THE SECURITY PACKAGE FOR THE ISSUANCE OF THE BONDS, THE MOST SIGNIFICANT ONE, OF COURSE, BEING THE TRUST INDENTURE, UH, WHICH IS REALLY THE BIBLE TO THE TRANSACTION.

AND WHAT, UH, UH, RICK AND, AND, AND VICTOR, UH, AND OTHERS WILL BE LIVING WITH FOR, UH, FOR MANY YEARS TO COME.

UH, THE LEASE WILL BETA TRUST AND THE OTHERS, UH, DOCUMENTS THAT ARE LISTED THERE REALLY REPRESENT THE SECURITY PACKAGE, UH, THAT ARE PROVIDED TO BOND HOLDERS TO SECURE THEIR INVESTMENT IN THE PROJECT.

UM, THERE WAS ALSO A TECHNICAL SERVICES AGREEMENT AMENDMENT.

YOU MAY RECALL THAT THE PUBLIC FACILITY CORPORATION ENTERED INTO THAT ORIGINALLY, BUT SINCE THEY'RE NOT IN THE TRANSACTION ANYMORE, WE HAVE, UH, REMOVED FROM THE, UH, THE TRANSACTION.

OKAY.

UH, SO I'M HAPPY TO ANSWER, UH, QUESTIONS, UH, ABOUT THE DOCUMENTS BEFORE YOU, UH, OR THE REMAINDER OF THE, UH, THE PROCESS.

OKAY.

IS THERE ANY QUESTIONS FROM ANY INDIVIDUALS OF THE MDD? ANY, UM, ANY INDIVIDUALS THAT ARE ONLINE? ANY QUESTIONS? IF NOT, THEN I WOULD ENTERTAIN A MOTION FOR ITEM ONE, A MOVE TO APPROVE ITEM ONE A.

WE HAVE A MOTION TO SECOND ANY ADDITIONAL QUESTIONS, COMMENTS, IF NOT ALL THOSE IN FAVOR, PLEASE SAY AYE.

A AYE.

ALL THOSE OPPOSED? AYE.

ALRIGHT, THANK YOU.

SO ITEM DOES CARRY, OBVIOUSLY IT HAS TAKEN A LONG TIME, ACTUALLY PROBABLY 20 PLUS YEARS TO GET TO THIS POINT, .

YAY.

SO IT IS, IT IS A BIG DAY AND SO, UM, CERTAINLY THERE WILL BE SOME FESTIVITIES, UH, SCHEDULED HERE IN THE NEAR FUTURE.

SO WE DO THANK EVERYONE WHO HAS PARTICIPATED IN THIS EFFORT.

SO WE'LL MOVE ON TO ITEM TWO A CONSIDER RESOLUTION AUTHORIZING AN INTERLOCAL

[00:05:01]

OKAY.

GOOD AFTERNOON BOARD.

UM, JUST TO PROVIDE A LITTLE CONTEXT FOR THIS ITEM, UM, I'VE GOT UP ON THE SCREEN A, A MAP OF THE AREA THAT WE WOULD BE STUDYING.

UM, AND SO AS OF, YOU KNOW, THE GRAND PARKWAY IS, YOU KNOW, GETTING CLOSE TO COMPLETION AND I THINK THERE'S BEEN A LOT OF TALK OF WHAT THAT'S GONNA MEAN FOR BAYTOWN.

WHAT TYPE OF DEVELOPMENT WILL IT, WILL IT OPEN UP? UM, AND SO WE'VE STARTED HEARING FROM SOME DEVELOPERS OF SOME INTERESTS DOWN IN THE AREA BEYOND WHAT'S ALREADY BEEN DEVELOPED.

AND, YOU KNOW, IT'S REALLY THE BIGGEST AREA OF GREEN SPACE WE HAVE LEFT IN THE CITY OUTSIDE OF, MAYBE NORTH OF I 10, BUT PROBABLY EVEN MORE THAN THAT.

SO YOU'VE GOT A CRITICAL CORRIDOR, A LOT OF GREEN SPACE, UM, A LOT OF CHALLENGES WITH, YOU KNOW, OLD OIL WELLS AND, YOU KNOW, DIFFERENT OPERATIONS DOWN THERE THAT CREATE SOME A FEW CHALLENGES.

UM, YOU'VE GOT THE WATERFRONT AND THEN YOU'VE GOT SOME OF THE OLDER PARTS OF TOWN JUST NORTH OF THAT.

SO, UM, LOOKING AT, OKAY, HOW DO WE MAKE THIS THE BEST POSSIBLE? UM, WHAT WE LOOKED AT WAS, UM, DOING A STUDY OF THE AREA, UM, THAT WILL BE SIMILAR TO WHAT WE DID UP ALONG SAN JACINTO BOULEVARD OF LOOKING AT A COUPLE LAND PLAN CONCEPTS.

AND THEN FROM THERE LOOKING TO SEE, OKAY, WHAT WILL THE, IN WHAT WILL IT TAKE TO GET THE INFRASTRUCTURE IN A PLACE THAT WE NEED IT, UM, DOWN IN THIS AREA.

WHETHER THAT'S, YOU KNOW, ROADWAY, EXPANSIONS, WATER, SEWER, UH, DRAINAGE, UH, WILL BE A CHALLENGE DOWN IN THIS AREA FOR SURE.

UM, WE'VE GOT THE EVERGREEN BLUFF PARK THAT'S DOWN THERE AND IS KIND OF, YOU KNOW, SITTING OUT THERE FOR POTENTIAL DEVELOPMENT.

UM, AND THEN, YOU KNOW, YOU'VE GOT SOME OF THE OLDER CORRIDORS ALONG WEST MAIN AND LEE DRIVE THAT WILL KIND OF CONNECT TO THIS AREA, UM, UP INTO, YOU KNOW, LEE COLLEGE.

SO, UM, WHAT WE'RE PROPOSING IS A, A STUDY OF THE AREA THAT LOOKS AT LAND PLANNING, UM, LOOKS AT WHAT INFRASTRUCTURE IS NEEDED, AND THEN ULTIMATELY PROVIDES A, A CAPITAL IMPROVEMENTS PLAN, UM, THAT HAS DEVELOPMENT TRIGGERS BUILT INTO IT.

SO ULTIMATELY WHAT THE CITY COULD DO DOWN THERE IS ESTABLISH A SECOND, UH, TAX INCREMENT REINVESTMENT ZONE, WHICH WOULD BE A REALLY GOOD WAY TO MAKE SURE THAT DEVELOPMENT DOWN HERE SUPPORTS THE INFRASTRUCTURE NEEDS AND THAT THE DEVELOPMENT DOESN'T SUPPORT NEEDS IN OTHER AREAS OF THE CITY.

UM, SO WHAT YOU NEED TO ESTABLISH THAT TURS THOUGH IS A CIP THAT'S BEEN THOUGHTFULLY PUT TOGETHER, HAS COST DEVELOPED, UM, AND ALL THAT.

SO, UH, THAT'S WHAT WE'RE PROPOSING, UH, TO BE FUNDED BY THE, THE MDD.

UM, AND SO THAT'S WHAT THE, THE INTERLOCAL AGREEMENT IS, UM, TONIGHT.

SO IT'LL BE A STUDY AND THEN IT'LL ALSO BE A PRELIMINARY ENGINEERING REPORT FOR WEST MAIN FROM, UH, 1 46 OVER TO ALEXANDER, AND THEN A PRELIMINARY ENGINEER ENGINEERING REPORT ON LEE DRIVE FROM GRAND PARKWAY UP TO, UM, MARKET STREET, BASICALLY LEE COLLEGE.

AND WHAT WE'LL DO ON THOSE TWO STREETS IS LOOK AT WHAT, WHAT WOULD REVITALIZATION OF THOSE CORRIDORS LOOK LIKE USING THE, THE RIGHT OF WAY THAT WE HAVE, WHICH IS A BIT LIMITED, ESPECIALLY ON WEST MAIN, A LITTLE BIT MORE ON LEE DRIVE, UM, HOW COULD WE TRANSFORM THOSE CORRIDORS TO MAKE A MORE WALKABLE BIKEABLE AND CONNECT THOSE AREAS DOWN TO THE SOUTH, UM, UP TO AREAS LIKE MARKET STREET, TEXAS AVENUE, YOU KNOW, AREAS WHERE WE WANT TO SEE PEOPLE GETTING TO, UM, EITHER BY FOOT OR BY BIKE.

SO THAT'S KIND OF THE, UM, KINDA THE HIGH LEVEL SUMMARY OF THIS PROJECT, BUT HAPPY TO ANSWER ANY QUESTIONS THAT Y'ALL HAVE.

OKAY.

ANY, ANY QUESTIONS FOR MR. WOODBERRY? I GUESS THE ONLY THING I WOULD, I WOULD COMMENT I'LL MAKE ON THIS WOULD BE THAT, UM, WE KNOW IT'S INTERESTING, OBVIOUSLY THERE'S A LOT OF GROWTH THAT HAPPENS IN OUR NORTH AREA, IN OUR NORTHEAST AREA.

AND SO FOR US TO START CONSIDERING AGAIN, AND THAT THERE'S INTEREST PROBABLY AT THE IMPETUS BEING THE GRAND PARKWAY ITSELF ON THE SOUTHERN PART OF OUR CITY, IT'S REALLY, IT'S REALLY GREAT.

'CAUSE I HEAR A LOT OF TIMES FROM CITIZENS, THEY THINK THAT WE FOCUS ON OTHER AREAS AND IT, I I DON'T THINK IT'S ENTIRELY TRUE.

AND THIS IS AN EXAMPLE THAT, UH, NOT, IT'S NOT JUST US FOCUSING ON LIKE THE ALEXANDER DRIVE, UH, REVITALIZATION TYPE, UM, IMPROVEMENTS, BUT THIS, THIS IS, THIS IS WHERE NEIGHBORHOODS CAN TAKE PLACE, IS WHERE OTHER AMENITIES MAY BE ABLE TO BE DEVELOPED.

AND SO THERE WILL BE, I THINK, I BELIEVE A HIGH LEVEL INTEREST IN THE COMING YEARS AND IN THE VERY NEAR FUTURE, UH, ON THESE PROPERTIES.

SO, UH, I THINK WE'RE, WE'RE GETTING AHEAD OF THE GAME AND TRY TO SEE WHAT CAN WE REALLY DO TO STRATEGICALLY, UH, PLAN FOR THAT TYPE OF GROWTH.

UH, ONCE AGAIN, IN OUR SOUTHERN AREA OF THE

[00:10:01]

UM, I'VE BEEN ON THE COUNCIL A LONG TIME AND, UH, WE'VE HAD AT LEAST THREE OR FOUR STUDIES FROM U OF H OR WHOEVER ELSE AND SAY, WE DON'T TAKE ADVANTAGE OF OUR WATERFRONT MM-HMM .

AND HERE IS AN EXAMPLE OF A LOT OF FRONTAGE ON A WATERFRONT AND HOW CAN WE GO AND, AND REALLY, UM, TAKE ADVANTAGE OF THAT ONCE AGAIN.

SO IT'S GOOD.

AND SO I APPRECIATE THAT WE'RE TO THAT POINT, WE'RE GONNA ASK THE, THE PLANNERS ON THE STUDY PORTION TO LOOK AT A FEW THINGS.

ONE IS HOW TO MAXIMIZE THE WATERFRONT.

TWO, HOW DO YOU MAXIMIZE GRAM GRAND PARKWAY? UM, YOU KNOW, YOU CAN ONLY DEVELOP THAT STRETCH ONCE.

AND SO HOW DO WE MAXIMIZE THAT? AND IN THE AREA ALONG CEDAR BAYOU, OBVIOUSLY WE'VE GOT INDUSTRY ON THE OTHER SIDE, SO YOU, THERE IS SOME, SOME CAUTION TO HOW YOU DEVELOP THAT.

SURE.

HOW YOU HAVE ENOUGH BUFFER IF YOU'RE GONNA HAVE SOME RESIDENTIAL NEAR THERE, SO WE'LL, WE'LL ASK THEM TO LOOK AT THOSE ISSUES.

YEAH, THAT'S GREAT ISSUES.

THAT'S GREAT.

WE DO NEED TO BE SENSITIVE OBVIOUSLY TO, TO RESIDENTS IN THE AREA, YOU KNOW, ALTHOUGH THAT WE, WE ARE PRETTY MUCH AN OFFSHOOT OF THE PORT OF HOUSTON AND THINGS THAT HAPPEN ON THAT WATERWAY, HOW CAN WE HAVE THE WAY KIND OF A QUALITY OF LIFE BALANCE BETWEEN SOFT VESSELS THAT HAVE TO TAKE PLACE THERE, UM, AND THINGS FOR PEOPLE WHO WANNA LIVE THERE AND, AND WHAT IS THAT BUFFERING? WHAT IS THAT BALANCE? SO ANYWAY, I DO APPRECIATE THAT I'D ENTERTAIN A MOTION FOR ITEM ONE B, MOTION TO APPROVE ITEM ONE B, SECOND MOTION SECOND.

ANY ADDITIONAL QUESTIONS OR COMMENTS? IF NOT ALL THOSE IN FAVOR OF ITEM ONE B AS PRESENTED, PLEASE SAY AYE.

AYE.

AYE.

THOSE OPPOSED.

WE HAVE MANAGED REPORT.

[2. MANAGER'S REPORT]

OKAY.

THANKS, MR. PRESIDENT.

SO THIS MORNING WE SOLD THE BONES.

WE HAD AN INCREDIBLY, INCREDIBLY SUCCESSFUL BOND SALE.

AND I WAS JUST REMARKING TO RICK EARLIER THAT IF WE COULD HAVE SATISFIED THE DEMAND FROM INVESTORS, WE COULD BE BUILDING FOUR HOTELS TODAY.

UH, WHEN WE, WHEN YOU RATHER STARTED THIS PROCESS BACK IN 2018, UH, WE WERE ANTICIPATING THAT OUR COST OF BORROWING WOULD BE AROUND 6% AFTER TODAY.

THERE IS SHADE OVER THREE IN THE CURRENT MARKET.

THAT IS, I WOULD SUGGEST REMARKABLE.

UH, WE HAVE OUTPERFORMED OUR ORIGINAL, UH, PROJECTIONS.

UH, WE HAVE ALSO DONE SLIGHTLY BETTER THAN CONROE WHO RECENTLY WENT TO MARKET WITH A SIMILAR DEAL.

SO ALL IN ALL, THIS IS A WIN FOR THE CITY OF BAYTOWN TODAY.

UH, HAPPY FOR CHRIS OR JOE TO ADD TO THAT IF YOU HAVE ANYTHING, CHRIS.

THANK YOU.

THE OTHER THING VICTOR DIDN'T ADD THAT I DID HEAR, UH, MENTIONED, UH, I BELIEVE IT'S YOUR CITY MANAGER MENTIONED IT ON ONE OF OUR CONVERSATIONS TODAY IS I, I I THINK THERE'S TWO IMPORTANT THINGS.

REMEMBER THIS RATE 3 39 IS WELL BELOW THE RATE AND THE FEASIBILITY STUDY.

SO IT MAKES THE DEBT ABSOLUTELY AFFORDABLE IN THE EYES OF THE RATING AGENCIES AND THESE INVESTORS.

RICK'S POINT WAS, WAS RIGHT ON, INVESTORS WOULD NOT HAVE BOUGHT THESE BONDS IF THEY DID NOT BELIEVE THAT THIS WAS A QUALITY MARKET AND A QUALITY PROJECT.

AND THAT WAS THE RIGHT THING TO DO IN BAYTOWN.

SO CONGRATULATIONS.

NO, IT WAS VERY SUCCESSFUL FROM AS FAR AS TODAY FROM A FINANCIAL STANDPOINT AND, AND CERTAINLY THE BOND SELL AND, AND BOND COUNCIL.

AND SO TO GET GET TO THAT POINT AND, AND, AND HAVE SUCH A, UM, FAVORABLE, YOU KNOW, UH, INTEREST RATE IS, IS GREAT.

I THINK I WAS HAVING LUNCH TODAY AT ROTARY WITH RICK AND I THINK THE WAY HE DESCRIBED IT IS THESE BONDS SOLD FASTER THAN GEORGE STRAIT TICKETS .

SO, YOU KNOW, WHATEVER THAT'S WORTH.

UH, IT SOUNDS GOOD TO ME, .

ANYWAY, ANY ADDITIONAL COMMENTS THOUGH, UM, ON THIS ONE ITEM? THANK YOU ALL.

IT'S BEEN A PLEASURE WORKING WITH YOU.

WE'LL HAVE ANOTHER MEETING.

YEAH, NO, WE HAVE ANOTHER MEETING ON SEPTEMBER 2ND.

I WILL NOT BE WITH YOU, BUT, UH, UH, FEAR NOT AND, UH, GO ON WITHOUT ME.

.

ALRIGHT.

SO BEING THAT, THAT THE MDD HAS ADDRESSED, ALL POSTED, UH, AGENDA ITEMS, THIS MEETING OF THE MBD IS NOW ADJOURNED.