MDD Resolution No. 457 RESOLUTION NO. 457
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO
EXECUTE A PROPERTY ANALYSIS, SALES, AND NEGOTIATIONS SERVICES
AGREEMENT BY AND BETWEEN GARFIELD PUBLIC/PRIVATE LLC AND THE
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR THE BAYTOWN
HOTEL AND CONVENTION CENTER PROJECT; AUTHORIZING PAYMENT OF
AN AMOUNT IN ACCORDANCE THEREWITH; MAKING OTHER PROVISIONS
RELATED THERETO;AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1: That the Board of Directors of the Baytown Municipal Development District
hereby finds that the expenditures authorized herein are for improvements, which satisfy the purposes for
which the funds can be expended pursuant to Chapter 377 of the Texas Local Government Code and/or
Section 3888.102 of the Special District Local Laws Code. All required findings pursuant thereto are
hereby declared to have been made and adopted as findings of the Board of Directors.
Section 2: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the President to execute a Property Analysis,Sales,and Negotiations Services Agreement
by and between Garfield PubliciPrivate LLC and the Baytown Municipal Development District for the
Baytown Hotel and Convention Center Project. A copy of said agreement is attached hereto as Exhibit
"A,"and incorporated herein for all intents and purposes.
Section 3: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the payment of an amount in accordance with the agreement referenced in Section 2
hereof.
Section 4: 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 of the Board of Directors of the
Baytown Municipal Development District,this the 2>,Ag ry, 2023.
AT EST: {�O��►►►►i►►����'''' N CAP TI L , President
ANGELA J KSON,AssistanS reta
APPROVED S T FORM:
SCOTT LE OND,General Counsel
Ri Scott\MDD Resolutions 02.02.23\MDD Resolution-Garfield-HotConvCtr.docx
EXHIBIT "A"
=GARFIELD
PUBLIC PRIVATE
PROPERTY ANALYSIS,SALES,AND NEGOTIATIONS
SERVICES AGREEMENT
This Property Analysis, Sales, and Negotiations Services Agreement("Agreement") is made and entered into
by and between the Baytown Municipal Development District, a political subdivision of the State of Texas
and of the City of Baytown (the "Baytown MDD") and Garfield Public/Private LLC, ("GPP"), with offices at
14911 Quorum Drive,Suite 380, Dallas,TX 75254.
RECITALS
WHEREAS the City of Baytown ("City") and Baytown MDD have contracted with GPP to provide
development services with regard to the financing and construction of the Hyatt Regency Baytown-Houston
Convention Center and Hotel project(the"Facility") in the City;
AND WHEREAS Baytown MDD wishes to engage GPP to provide, as additional services to the City
and Baytown MDD, sponsorship consulting, sales, and negotiations services, including naming rights, in
order for Baytown MDD to find the appropriate strategic sponsorships for the Facility; and to review all
potential sponsorships with the goal of maximizing sponsorship-related revenue.
NOW THEREFORE in consideration of the covenants, conditions, provisos and payments contained
herein and other good and valuable consideration, the receipt of which are hereby acknowledged, the
parties do hereby agree as follows:
SCOPE OF SERVICES.
Property Analysis Scope of Services:
• Identify all sponsorship assets and exposure opportunities available for a Naming Rights
sponsor and second tier sponsors through the Facility;
• Identify sponsor-related related revenue streams from all business and vendor partners;
• Document, summarize, and communicate the quantifiable value of the Facility's major
(Naming Rights)packages and second tier packages;
• Analyze Facility's current or projected revenue (related to media, sponsorship, etc.) in
relation to the market value;
• Analyze trends in sponsorship and media, as well as the marketplace with a goal of
understanding the value of the Facility's assets;
• Preparation of the sales campaign of comprehensive and integrated sponsorship
packages;
• Provide Baytown MDD with recommendations for unforeseen revenue opportunities
within the sponsorship and naming rights packages;
• Provide strategic recommendations on the most effective way to maximize and market
sponsorship assets;and
• Provide Baytown MDD's team with a solid foundation for negotiations.
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PUBLIC PRIVATE
Sales&Negotiation Scope of Services:
1. GPP will conduct a sponsorship sales campaign (Campaign) for Baytown MDD and Facility. GPP
shall act as an agent for Baytown MDD in the process of selling and negotiating sponsorship and
naming rights sponsor agreements under the direction of the Baytown MDD management team.
2. Both Owner and GPP shall agree on the value of all sponsorship and naming rights packages prior
to beginning the Campaign. If agreement cannot be reached on the value of the naming rights,
Baytown MDD has the right to set the market value of the property. During the sales process,
GPP shall communicate with, and provide regular reports to, Baytown MDD as to the progress of
the Campaign.
3. GPP shall provide a list, and get prior approval from Baytown MDD, of potential sponsorship or
naming rights sponsors to be targeted during the Campaign.
4. GPP understands and agrees that no Agreement can be entered into (and/or finalized) with a
Sponsor without the prior written approval of Baytown MDD and that said approval is at the sole
and absolute discretion of Baytown MDD.
1. TERM
1. Property Analysis: GPP will finalize the valuation phase on or before November 1, 2022 or two
weeks after all information is collected,whichever is later.
2. Sales & Negotiations: GPP shall act as an agent for Baytown MDD and Facility as described
herein for an initial term of six(6) months. Unless either party notifies the other party in writing,
prior to the expiration of the initial term, of its intention not to renew this Agreement, the
Agreement shall automatically renew, upon the expiration of the initial term, for an additional
twelve(12)months.
The Sales Campaign will begin on March 1,2023.
2. CONSIDERATION
As consideration for the Services provided by GPP in accordance with this Agreement, Baytown MDD shall
pay to GPP the following sums:
1. Property Analysis:
a. GPP will be paid a total fee of $18,750 USD for the Property Analysis. An initial
installment of$10,000 will be due upon execution of this Agreement.A work-in-progress
installment of $4,375 will be due 30 from the execution of this Agreement. A final
installment of$4,375 will be due upon satisfactory completion of the Property Analysis.
GPP shall issue applicable invoices to Baytown MDD on the timeline set forth above,and
all undisputed payments shall be payable by Baytown MDD to GPP within 30 days
following Baytown MDD's receipt of the applicable invoice.
2. Sales&Negotiations:
a. GPP shall be paid a monthly retainer of$5,000 USD,("Retainer"),which is due on the 1'
of every month. Baytown MDD agrees to pay the first and last month's retainer upon
start of the sales campaign. Therefore, the first and last month's monthly payment will
be due on March 1". 2023. Retainer amounts set forth herein shall be payable by
Baytown MDD to GPP within 30 days following Baytown MDD's receipt of the applicable
invoice.
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PUBLIC PRIVATE
b. GPP shall be paid a nine percent(9%) commission, ("Commission"),of the total value of
any and all negotiated sponsorship agreements. GPP's Commission shall be paid out by
Baytown MDD to GPP within 30 days of Baytown MDD's receipt of installment payments
to Baytown MDD from the Sponsor.For the avoidance of doubt,GPP shall not be eligible
to receive any commission for payments not actually received by Baytown MDD from
the Sponsor.
c. If, in the twelve (12) months following the expiration or termination of this Agreement,
Baytown MDD executes a sponsorship agreement using a lead provided by GPP, the
Owner agrees to pay full Commission to GPP on such executed agreement on the terms
set forth in 2.b above.
(Work will not commence until initial installment has been paid)
Expenses: Expenses for airfare, hotel accommodations, car rental, etc. shall be billed and
reimbursed at GPP's cost without markup and must be approved by Baytown MDD in writing prior to
being incurred. Baytown MDD will also be expected to pay for any third-party graphics work
required for the sponsorship sales and negotiations, provided such work is approved in advance in
writing by Baytown MDD.
GPP will maintain accurate records of all expenditures made on Baytown MDD's behalf. GPP will
supply reasonable supporting detail of these expenses as requested by Baytown MDD.
3. CONFIDENTIALITY
Neither party hereto shall disclose to any third party any Confidential Information (as defined below) of the
other party,without the prior written consent of the disclosing party. The receiving party shall use the same
degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but
no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the
disclosing party.The foregoing obligations shall not apply to any information that (i) was available to or in
possession of the receiving party prior to disclosure; (ii) is or becomes generally available to the public other
than through the actions of the receiving party;(iii) is or become available on a non-confidential basis from a
third party not bound by an obligation of confidentiality; or(iv) is required by law to be disclosed; provided
that the receiving party has notified the disclosing party of such requirement as soon as reasonably possible
after becoming aware of such requirement and allows a reasonable opportunity to oppose such process.
For purposes of this Agreement, "Confidential Information" means (a) the terms and conditions of this
Agreement; (b) information related to the subject matter of this Agreement and any of the Deliverables
hereunder (including any third-party information); (c) information related to the business of the disclosing
party, which (i) derives economic value, actual or potential, from not being generally known to or readily
ascertainable by other persons who can obtain economic value from the disclosure or use of the
information; (ii) is the subject of efforts by the disclosing party or owner of the third-party Confidential
Information that are reasonable under the circumstances to maintain the secrecy of the information; (iii) is
identified by either party as "Confidential" and/or "Proprietary"; or (iv) which, under all circumstances,
ought reasonably to be treated as confidential and/or proprietary.
Notwithstanding the above provisions, the parties recognize and acknowledge that the City and Baytown
MDD are subject to certain public disclosure laws. The parties hereby acknowledge and confirm that they
understand and agree that the City and/or Baytown MDD may be required to disclose such Confidential
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PUBLIC PRIVATE
Information and that GPP on behalf of itself and its current and former employees, members, officers,
directors, and all other of its agents, persons,subcontractors working on its behalf, hereby waive any and all
claims related to the disclosure of Confidential Information by the City and/or Baytown MDD pursuant to the
requirements of any applicable law.
The obligations of confidentiality hereunder with respect to any Confidential Information shall continue for a
period of two (2) years from the date of the last disclosure of Confidential Information under this
Agreement.
4. INDEMNIFICATION AND LIMITATION OF LIABILITY
GPP shall indemnify and hold harmless Baytown MDD, the City of Baytown, and each of their respective
officers, members, directors, employees, agents, representatives, successors and assigns (collectively, the
"Owner Indemnitees")from and against any expense, claim, loss or damage (including court costs and
reasonable attorney's fees)suffered or incurred by the Owner Indemnitees or any one of them in connection
with any third-party claims against the Owner Indemnitees, arising from: (i)any breach by GPP of the terms
of this Agreement; (ii) bodily injury to persons or physical damage to tangible personal property or real
property caused by the negligent acts or omissions of GPP,except to the extent caused by the negligence or
intentional misconduct of the Owner Indemnitees; (iii) a violation of any applicable laws, ordinances, rules
and regulations pertaining to the Services or this Agreement which apply to GPP's performance of Services
hereunder; (iv)GPP's use in performing and/or providing the Services of third-party products, services or
license rights;and (v) fraud committed by,or the intentional misconduct or gross negligence of GPP.
Limitation of Liability. To the fullest extent permitted by applicable law and with the exception of gross
negligence, willful misconduct,fraud or a breach of any confidentiality obligations set forth herein,the total
aggregate liability of either party under this Agreement or with respect to the Services,and regardless of the
form of action, will not exceed an amount equal to the total Fees paid to GPP under this Agreement. In no
event will either party be liable for consequential, incidental, indirect, punitive or special damages(including
loss of profits,data,business or goodwill),regardless of whether such liability is based on breach of contract,
tort, strict liability, breach of warranties, failure of essential purpose or otherwise, even if advised of the
likelihood of such damages.
5. REPRESENTATIONS.
Each undersigned party hereby represents and warrants to the other that (i) the execution and delivery of
this Agreement and the transactions contemplated herein are within such party's powers and have been
duly authorized by all necessary company action; (ii) it has obtained all requisite consents, approvals or
other assurances necessary for it to execute, deliver and perform this Agreement; and (iii) this Agreement
has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding
agreement of the representing party,enforceable against such party in accordance with its terms.
GPP further represents and warrants that it is competent to perform all phases of the Services hereunder
with the same degree of care, skill, and judgment that is customarily exercised by first-rate professionals in
the same industry or profession performing services for projects of similar complexity and scope in similar
locations as the proposed project under this Agreement. GPP warrants that it shall, in a professional, good
and workmanlike manner, perform all work and services and furnish all personnel, supplies, equipment,
facilities and means necessary or proper to perform and complete, at its best professional level, all the
Services in accordance with the first-rate standard of care and diligence practiced by professionals
possessing such first-rate and special skills and expertise. GPP shall not employ persons who are unfit or
unskilled to perform the tasks assigned to them. GPP shall engage Bonham Wills & Associates ("BWA") to
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PUBLIC PRIVATE
assist it in the performance of its services hereunder. BWA is a global marketing firm recognized by both the
real estate and corporate world for providing evaluation, negotiation of sales and strategic consulting
services.
GPP acknowledges that Baytown MDD and the City of Baytown place unique trust in GPP to act as a fiduciary
to protect Baytown MDD's interests with respect to the Services, and that in performing the Services, GPP
shall take all reasonable measures to ensure that it, as well as its firms and persons subject to its oversight,
including BWA, act in compliance with all of the applicable international and local laws and regulations,with
all lawful orders of public authorities and with the highest ethical standards.
6. MISCELLANEOUS
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
Texas applicable therein.
(b) No Waiver;Amendments. No waiver or failure to exercise any option, right or privilege under the terms
of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a
waiver of the same on any other occasion or of any other option,right or privilege. This Agreement shall
not be amended or otherwise modified,except by a later written agreement that expressly states that it
is an amendment or modification and that is signed by both parties.
(c) Independent Contractors. GPP is an independent contractor and shall have responsibility for and control
over the details, means and methods for performing the Services. Neither GPP nor any of its employees,
agents, contractors or subcontractors shall be considered to be Baytown MDD's employees, agents or
representatives, except as specifically set forth in the section entitled "Sales & Negotiation Scope of
Services"herein above.All personnel furnished by GPP shall be employees or subcontractors of GPP,and
shall at all times be under the control and supervision of GPP.
(d) Assignment. GPP shall not assign any of its rights or obligations hereunder without the prior written
consent of Baytown MDD.
(e) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral
communications between the parties, including, without limitation, any cover letter or other
communication delivered contemporaneously to Baytown MDD with this Agreement. Except as
expressly set forth herein, no other prior or contemporaneous covenants, promises, representations or
warranties of any kind, whether written or oral, have been made or can be relied on by either party as
an inducement to enter into this Agreement.
(f) Counterparts; Signatures. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original. Any signature delivered via
facsimile or other electronic means(including PDFs)shall be deemed an original signature hereto.
(g) Third Party Beneficiary. The parties acknowledge and agree that the City of Baytown, Texas, is a third-
party beneficiary to this Agreement, entitled to all the rights and benefits accruing to Baytown MDD
herein as if the City of Baytown were a direct party to this Agreement, including the right to enforce the
terms and provisions of this Agreement.
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®G►4RFIELD
PUBLIC PRIVATE
-SIGNATURE PAGE FOLLOWS-
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EnGARFIELD
PUBLIC PRIVATE
AGREED AND ACCEPTED BY: AGREED AND ACCEPTED BY:
GARFIELD PUBLIC/PRIVATE LLC BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT
By: Stephen Galbreath By:
Title: Chief Development Officer Title:
Date:_January 26,2023 Date:
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