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MDD Resolution No. 493 RESOLUTION NO. 493 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE A CONSULTING SERVICES AGREEMENT WITH ADMIN CFO, LLC, FOR ADMINISTRATIVE AND FINANCIAL OVERSIGHT SERVICES FOR THE HYATT REGENCY BAYTOWN-HOUSTON PROJECT; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED NINETY THOUSAND AND NO:'100 DOLLARS($90,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* 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 General Manager to execute a Consulting Services Agreement with Admin CFO, LLC, for administrative and financial oNersight services for the Hyatt Regency Baytown-Houston 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 not to exceed NINETY THOUSAND AND NO`100 DOLLARS (S90,000.00) to Admin CFO, LLC, 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 Bo rd of Directors of the Baytown Municipal Development District this the 24"'day of Apr' ARLE J SON, President ATTEST: / ' o� .,a•....;vi�� ``,``,�N�� //////�i . ,p w �� ANGEL A Is t ry IF APPROVED AS ��//y/111UNN,``��• SCOT O 'D, General Counsel R:`Ordinances and Resolutions\Resolution Drafts\MDM2025-4-24 Consulting Services Agreement.Admin CFO.Hyatt Regency Project.2025.kh.docx EXHIBIT "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement(this "Agreement")is entered into by and between Admin CFO,LLC (hereinafter "Consultant") and the Baytown Municipal Development District (the "District"), a political subdivision of both the State of Texas and the City of Baytown, Texas. 1. Scope of Services/Consultant Fees a. This Agreement authorizes Consultant to perform administrative and financial oversight services for the Baytown Municipal Development District related to the Hyatt Regency Baytown-Houston Project (the "Work") for and on behalf of the District as specified in the Scope of Work attached as Exhibit"A." b. This Agreement shall commence on the date of execution by the General Manager or his designee and (if not terminated in accordance with paragraph 10) shall terminate: Ll upon completion of the Work in accordance with this Agreement, including Exhibits; ® Twelve months (12) months/days following execution by the General Manager or his designee, allowing for up to three annual renewals; the earlier of (a) completion of the Work in accordance with this Agreement, including Exhibits; (b) number of months'days (spelled out) (number of months days [numerical]) months days following execution by the General Manager or his designee, allowing for up to number of renewals (spelled out) annual renewals. C. The scope of the Work is detailed in Exhibit "A." d. Exhibits "A" is incorporated into this Agreement by reference for all purposes. 2. Compensation and Professional Fees a. The District shall pay Consultant in installments based upon monthly progress reports and detailed invoices submitted by the Consultant based upon the following: i. Financial & Administrative Oversight.................... ii. Total............................................................................................$90,000.00 Agreement for Consulting Services,Page 1 b. Consultant shall not exceed the fixed contractual amount without written authorization in the form of a Contract amendment. C. Reimbursable Expenses are itemized by work category. Reimbursable Expenses shall be invoiced AT COST, without subsequent markup by Consultant. All invoices containing a request for Reimbursable Expenses shall include copies of the original expense receipts itemized per allowable category. (1) Allowable reimbursable Expenses include: (a) Hard copy reproductions, copies, and/or binding costs; (b) Postage; (c) Mileage, for travel from Consultant's office to meetings at the District or jobsite only if Consultant does not have a local office within a fifty(50)mile radius of Baytown. Mileage shall be charged at the current IRS rates; (d) Travel Expenses, mileage from local office to state or federal regulatory agency office beyond 100 miles; and (e) Lodging expenses for destinations beyond 100 miles from Consultant's local office AND when business hours exceed eight hours within one business day OR when Consultant's services require more than one eight-hour day at the destination; provided such expenses has been approved in writing by the District. d. Disallowed Expenses If Consultant has an office in Harris or Chambers Counties, Texas, Disallowed Expenses shall include travel expenses for professionals traveling into Harris or Chambers Counties from Consultant's offices outside of Harris or Chambers Counties. e. Consultant shall invoice based upon total services actually completed during the applicable month. Invoices and all required or requested backup information shall be tendered no more often than once a month. Consultant shall not invoice the District for services or expenses that were incurred more than sixty(60)days before the date of the invoice. Failure to timely invoice the District for services or expenses shall result in Consultant's invoice being denied. f. In the event of a disputed or contested invoice, the District may withhold from payment that portion so disputed or contested, and the undisputed portion will be paid. 3. Personnel of Consultant a. Consultant's Project Manager Consultant shall designate Jimmy Flannigan, to serve as Project Manager for the Work performed under this Agreement. Any change of Project Manager shall require thirty(30)days advance written approval from the District's Representative. Agreement for Professional Services,Page 2 revised 4.17.2025 b. Licensed and Registered Financial Consultant shall keep full-time registered Financial licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. C. Data on Consultant's Employees Prior to commencement of the Work, Consultant shall forward to the District a detailed resume of the personnel that will be assigned to the Work. d. Rejection of Consultant's Employees The District reserves the right to approve or reject from the Work any employees of Consultant. 4. Designation and Duties of the District's Representative a. The Director of Finance or his:her designee shall act as the District's Representative. b. The District's Representative shall use his best efforts to provide nonconfidential District records for Consultant's use. However, the District does not guarantee the accuracy or correctness of the documents so provided. Notwithstanding the foregoing, Consultant shall be entitled to use and rely upon information provided by the District in performing the services required under this Agreement only to the extent and level specified by the District in writing for each document provided. Nothing contained herein shall be construed to require the District to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the District. S. Standards of Performance a. Consultant shall perform all services under this Agreement with the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances,time and locality. Opinion of probable cost shall be based upon the Consultant's experience and represent its best judgment as an experienced and qualified professional. Each submittal of opinion of probable cost shall be commensurate with the project design. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the District shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation. b. Codes and Standards i. All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the requestor for Work is made by the District. Agreement for Professional Services,Page 3 revised 4.17.2025 ii. The Work shall be designed and furnished in accordance with the most current codes and/or standards adopted by city,state,or federal government or in general custom and usage by the profession and shall comply with Texas Department of Licensing and Regulation's rules and regulations. iii. The codes and standards used in the profession set forth minimum requirements.These may be exceeded by the Consultant if superior methods are available for successful completion of the Work. Any alternative codes or regulations used shall have requirements that are equivalent or better than those in the above-listed codes and regulations. Consultant shall state the alternative codes and regulations used. iv. Consultant agrees the services it provides as an experienced and qualified financial and administrative services will reflect the professional standards, procedures and performances common in the industry for this project. Consultant further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. V. Consultant shall promptly correct any defective analysis caused by Consultant at no cost to District. The District's approval,acceptance,use of or payment for all or any part of Consultant's services hereunder or of the Work itself shall in no way alter Consultant's obligations or the District's rights under this Agreement. As applicable, Consultant shall provide the District with record"as-built" drawings relating to the Work in an electronic format that is acceptable to the District. District shall be in receipt of record drawings, if applicable, prior to final payment. 6. Schedule Consultant shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the District's Representative. 7. Insurance Consultant shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, volunteers, employees or subconsultants. a. Consultant's insurance coverage shall be primary insurance with respect to the District, its officials, employees and agents. Any insurance or self-insurance maintained by the District, its officials, employees or agents shall be considered in excess of Consultant's insurance and shall not contribute to it. Further, Consultant shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person Agreement for Professional Services,Page 4 revised 4.17.2025 or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: i. Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products& Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 IN Per Occurrence: $1,000,000 ■ Fire Damage $500,000 ■ Waiver of Subrogation required ■ Coverage shall be broad form ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. ii. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. iii. Errors and Omissions ■ Limit: $1,000,000 for this project ■ Claims-made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. iv. Workers' Compensation ■ Statutory Limits ■ Employer's Liability $500,000 ■ Waiver of Subrogation required. b. The following shall be applicable to all policies of insurance required herein. i. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. ii. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. iii. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. Agreement for Professional Services, Page 5 revised 4.17.2025 iv. Each insurance policy shall be endorsed to state that coverage shall not be suspended,voided,canceled or reduced in coverage or in limits except after thirty (30) days prior written notice by mail, return receipt requested, has been given to the District. V. The District, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers'Compensation and Errors and Omissions Policies required herein. vi. Upon request and without cost to the District, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the District. vii. Upon request and without cost to the District, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the District. viii. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the District,and shall be carried in the name of Consultant. Consultant shall provide copies of insurance policies and endorsements required hereunder to the District on or before the effective date of this Agreement. 8. Indemnification and Release CONSULTANT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE DISTRICT, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "DISTRICT") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE PROFESSIONAL OR THE CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONSULTANT EXERCISES CONTROL (COLLECTIVELY, CONSULTANT'S PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH CONSULTANT AND THE DISTRICT, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY Agreement for Professional Services,Page 6 revised 4.17.2025 CONSULTANT TO INDEMNIFY AND PROTECT THE DISTRICT FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE CONSULTANT'S PARTIES' INTENTIONAL TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE CONSULTANT'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE DISTRICT FROM WHICH THE DISTRICT IS INDEMNIFIED, CONSULTANT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE DISTRICT. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the District does not consent to litigation or suit, and the District hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement,any charter,or applicable state law. Nothing herein shall be construed so as to limit or waive the District's sovereign immunity.Consultant assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the District, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character,including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties)and any loss of or damage to property(whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Consultant's services to be performed hereunder. This release shall apply with respect to Consultant's services regardless of whether said claims,demands,and causes of action are covered in whole or in part by insurance. 9. Subcontractors and Subconsultants Consultant shall receive written approval of the District's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the District before execution of such contracts. 10. Termination of Consultant The District,besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon written notice from the General Manager or his designee to Agreement for Professional Services,Page 7 revised 4.17.2025 Consultant of the District 's election to do so. Furthennore, the District may immediately and without notice terminate this Agreement if Consultant breaches this Agreement. A breach of this Agreement shall include, but not be limited to, the following: (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the District, city,state,or federal government from Consultant or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Consultant; (d) the dissolution of Consultant; (e) refusing or failing to prosecute the Work or any separable part with the diligence that will ensure its completion within the time specified in this Agreement; (f) failing to complete Work within the time period specified in this Agreement;and or (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Consultant shall discontinue all services in connection with the performance of the Agreement. Within ten(10) days after receipt of the notice of tennination,Consultant shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the District, Consultant shall also tender to the District's Representative all of Consultant's instruments of service, including all drawings, special provisions, field survey notes, reports, estimates, and any and all other documents or work product generated by Consultant under this Agreement, whether complete or not, in an acceptable form and format together with all unused materials supplied by the District. No final payment will be made until all such instruments of service and materials supplied are so tendered. If this Agreement is tenninated for cause, Consultant shall be liable for any damage to the District resulting therefrom. This liability includes any increased costs incurred by the District in completing Consultant's services. The rights and remedies of the District in this section are in addition to any other rights and remedies provided by law or under this Agreement. 11. Records Within ten (10) days of the District's request and at no cost to the District, the District will be entitled to review and receive a copy of all documents that indicate work on the Project that is subject to this Agreement. 12. Supervision of Consultant Consultant is an independent contractor, and the District neither reserves nor possesses any right to control the details of the Work performed by Consultant under the terms of this Agreement. 13. Billing The District shall have thirty (30) days to pay Consultant's invoices from the date of receipt of such invoices and necessary backup information. All invoices must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the District may withhold the portion so A-reement for Professional Services,Page 8 revised 4.17.2025 contested, but the undisputed portion will be paid. Consultant shall invoice the District for work performed no more than once a month and may not invoice the District for work not performed. Invoices shall be received by the District no later than sixty (60) calendar days from the date Consultant and/or its subconsultants perform the services or incur the expense. Failure by Consultant to comply with this requirement shall result in Consultant's invoice being denied and the District being relieved from any liability for payment of the late invoice. The District shall pay Consultant the maximum rate permitted by Chapter 2251 of the Texas Government Code on any past due payment not received within thirty(30) days after the payment due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect an invoice payment or interest due under this chapter,the opposing party,which may be the District or Consultant, shall pay the reasonable attorney fees of the prevailing party. 14. Indebtedness If Consultant, at any time during the term of this Agreement, incurs a debt, as the word is defined in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware that Consultant has incurred a debt, the City's Director of Finance shall immediately notify Consultant in writing. If Consultant does not pay the debt within thirty (30) days of either such notification, the City's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to Consultant under this Agreement, and Consultant waives any recourse therefor. 15. Verifications If Consultant has ten(10)or more full-time employees and Consultant's total compensation under this Agreement has a value of One-Hundred Thousand Dollars($100,000.00)or more, Consultant makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government Code: a. the Consultant does not boycott Israel and will not boycott Israel during the term of the contract to be entered into with the the District or the City of Baytown; b. the Consultant does not boycott energy companies and will not boycott energy companies during the term of the contract to be entered into with the District or the City of Baytown; and C. the Consultant does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 16. Governing Law This Agreement has been made under and shall be governed by the laws of the State of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 17. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail,postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, Agreement for Professional Services,Page 9 revised 4.17.2025 or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three(3)days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the District: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Attn: General Manager P. O. Box 424 Baytown, Texas 77522-0424 For Consultant: Admin CFO, LLC Attn: Jimmy Flannigan Address: 6001 W. Parmer Ln Ste 370 Austin, Texas 78727-3908 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days written notice is given of such new address to the other party. 21. No Third-Party Beneficiary This Agreement shall not bestow any rights upon any third party,but rather, shall bind and benefit Consultant and the District only. No person or entity not a signatory to this Agreement shall be entitled to rely on Professional's performance of its services hereunder, and no right to assert a claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Professional's services hereunder. 22. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement,the District and Consultant hereby agree that no claim or dispute between the District and Consultant arising out of or relating to this Agreement shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act(9 U.S.C. Sections 1-14),or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the District is subjected to an arbitration proceeding notwithstanding this provision, Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by the District of complete relief to be recorded in the arbitration proceeding. 23. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. Agreement for Professional Services,Page 10 revised 4.17.2025 24. Complete Agreement This Agreement represents the entire and integrated agreement between the District and Consultant in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements,either whether written or oral,on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The District and Consultant accept and agree to these terms. 25. No Assignment Consultant may not sell or assign all or part interest in this Agreement to another party or parties without the prior express written approval of the General Manager or his designee of such sale or assignment. The District may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the District. 26. Headings The headings used in this Agreement are for general reference only and do not have special significance. 27. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 28. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 29. Authority The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he.she represents. Agreement for Professional Services, Page 11 revised 4.17.2025 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on thd7th day of April ,20 2�the date of execution by the General Manager or his designee of the District. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT JASON REYNOLDS, General Manager ATTEST: ANGELA JACKSON, Secretary APPROVED AS TO FORM: SCOTT LEMOND, General Counsel CONSULTANT: Jimmy Flannigan "J--,r- (Signature) James Flannigan (Printed Name) President (Title) Agreement for Professional Services,Page 12 revised 4.17.2025 STATE OF Florida § COUNTY OF Miami-Dade § Before me on this day personally appeared James Flannigan in his/her capacity as President, on behalf of such AdminCFO, LLC, ❑ known to me; ❑ proved to me on the oath of ; or proved to me through his her current PASSPORT {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he she executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this 17th day of April , 20 25. "%ty a� lin ni,�u Ppv p'V �Gi� RISA BRANA Notary Public-State of Florida C\ Commission#HH501559 9A Expires on April 12.2029 Notary Public in and for the State of Florida 011 Commission Expires 04/12/2028 Notarized remotely online using communication technology via Proof. R:IScottlContracts\Protesctonal Services Template-\on Grant docx Agreement for Professional Services,Page 13 revised 4.17.2025 EXHIBIT "A" ADMINISTRATIVE ROADMAP For BAYTOWN CONVENTION CENTER HOTEL BAYTOWN HOTEL & CONVENTION CENTER MASTER CONDOMINIUM Overview.........................................................................................................................................l Accounts.................................................................................................................................... 2 MonthlyFunding Process..............................................................................................................5 PublicDisclosures..........................................................................................................................6 DebtService Payments..................................................................................................................7 First-& Second-Lien................................................................................................................. 7 Third-Lien..................................................................................................................................7 AnnualPlan....................................................................................................................................8 Insurance........................................................................................................................................ 8 CondoRegime& Leases................................................................................................................9 ArbitrageAnalysis.........................................................................................................................9 Summary.........................................................................................................................................9 MonthlyDeadlines.....................................................................................................................9 AnnualDeadlines..................................................................................................................... 10 Long-term Requirements......................................................................................................... 10 Exhibit A - Example of Trustee Instructions for Monthly Funds Process...................................................l Exhibit B Example of Trustee Instructions for First& Second-Lien Debt Service True-Up Date...........12 Exhibit C Example of Trustee Instructions for Transfer of Pledged Sales Taxes..................................... 13 Exhibit D Example of Trustee Instructions for Third-Lien Debt Service True-Up Date..........................14 Exhibit E - Example of Trustee Instructions for Working Capital Reserve Fund Deposits........................ 15 Exhibit F - Example of Trustee Instructions for Transfer of Asset Management Fees............................... 16 Prepared March 2024 by P` Admin CFO Overview This roadmap outlines the administrative, compliance, finance, and oversight processes required by the suite of documents governing the Baytown Convention Center Hotel. Those documents include the Indenture, the Hotel Services Agreement ("HSA"), the Continuing Disclosure Agreement, the Ground Lease, the City Facilities Lease, the Condominium Declaration, and the Asset Management Agreement. Processes and schedules defined in this document apply for as long as there are no events of default of any document. There are additional processes not outlined in this document for transferring surplus funds at such time as funds are available. Terms used in this document have the meanings defined in the Glossary of the governing documents. Accounts The project operates through a combination of depository accounts, District-held accounts, and Trustee-held accounts. Depository Accounts' There are two accounts at Cadence Bank which are the property of the District but are managed by Hyatt. • Collections Account: All funds received by Hyatt are deposited into this account. Every week, the balance of this account is automatically swept into the Revenue Fund held by the Trustee. • Operating Account: All hotel operating expenses are paid out of this account and the monthly funding process deposits into this account. District Accounts The District holds sales-tax revenues required to cover Third-Lien Debt Service. • District-held Sales Tax Revenue Fund': The District holds in its own account the amount necessary from Pledged Sales Taxes to cover the next required Third-Lien debt service payments. Trustee-Held Funds3 All other funds related to the Hotel are held by the Trustee for the purposes defined in the Indenture. • **5634 BAYTOWN SERIES 21 REVENUE FUND (Revenue Fund): All funds received by the hotel are swept weekly into this fund from the ' HSA§6.l z"Sales Tax Revenue Account of the Development Project Fund"as defined in the Indenture§5.17 3 Indenture§5.02 2 Collections Account. The monthly funding process is based on amounts held in this fund. • Rebate Fund: Amounts held in this fund are determined by the arbitrage analysis process. Trustee has not created this Fund. • **5621 BAYTOWN TAX& INSURANCE PAYMENT FUND (Tax & Insurance Fund): Amounts required to pay annual insurance premiums and projected tax payments (determined by the District) • **5622 -- BAYTOWN ADMINISTRATIVE EXPENSE FUND (Admin Expense Fund): Amounts required to pay any budgeted administrative expenses (determined annually via a budget set by the District) • **5623 BAYTOWN SENIOR FF&E FUND (Senior FF&E Fund): Amounts in this fund pay for capital expenses' included in the annual capital budget. Monthly deposit requirements are based on percent of revenue. • **5618 - BAYTOWN SENIOR ASSET MANAG FEE FUND (Senior Asset Management Fee Fund): Amounts in this fund cover the senior management fee for Garfield. Monthly deposit requirements are based on percent of revenue. • **5603 - BAYTOWN SER 21 1ST LIEN DS FUND (First-Lien Principal Account): Amounts in this fund cover annual debt principal payments for First-Lien bonds. • **5604 -- BAYTOWN SER 21 1ST LIEN CAP I (First-Lien Capitalized Interest Account): Amounts in this fund cover semi-annual debt interest payments for First-Lien bonds. • **5606 BAYTOWN SER 21 1ST LIEN BOND RESERVE (First-Lien Debt Reserve Fund): Amounts in this fund are available to cover shortfalls in debt service for First-Lien bonds. • **5608 -- BAYTOWN SER 21 2ND LIEN DS FUND (Second-Lien Principal Account): Amounts in this fund cover annual debt principal payments for Second-Lien bonds. • **5609 BAYTOWN SER 21 2ND LIEN CAP I (Second-Lien Capitalized Interest Account): Amounts in this fund cover semi-annual interest payments for Second-Lien bonds. • **5611 - BAYTOWN SER 21 2ND LIEN BOND RESERVE (Second-Lien Debt Reserve Fund): Amounts in this fund are available to cover shortfalls in debt service for Second-Lien bonds. • **5616 - BAYTOWN SER 21 WORKING CAP RES FUND (Working Capital Reserve Fund): Amounts in this fund are available to cover "HSA§6.2(b)(i) 3 shortfalls in monthly required operating capital or certain capital expenses. This fund has a maximum balance of$600,000. * **5619 BAYTOWN SUBORDINATE MANAG FEE FUND (Subordinate Management Fee Fund): Amounts in this fiind cover the subordinate management fee for Hyatt. Monthly deposit requirements are based on percent of revenue. * **5620 - BAYTOWN SUB ASSET MANAG FEE FUND (Subordinate Asset Management Fee Fund): Amounts in this fund cover the subordinate management fee for Garfield. Monthly deposit requirements are based on percent of revenue. * **5624-- BAYTOWN SUBORDINATE FF&E RESERVE FD (Subordinate FF&E Reserve Fund): Amounts in this fund pay for capital expenses5 included in the annual capital budget. Monthly deposit requirements are based on percent of revenue. * **5607 -- BAYTOWN SERIES 21 SUPP 1-LIEN RES FD (Supplemental First-Lien Bond Reserve Fund) * **5612 BAYTOWN SERIES 21 SUPP 2 LIEN RES FD (Supplemental Second-Lien Bond Reserve Fund) * **5602 - BAYTOWN SERIES 21 SURPLUS REV FUND (Surplus Revenue Fund): All amounts remaining in the Revenue Fund each month are deposited into this fund after meeting all other flow of funds requirements. * **5617 - BAYTOWN SALES TAX REPAYMENT FUND (Sales Tax Repayment Fund): Amounts in this fund reimburse the District for payments made on the Third-Lien bonds * **5601 - BAYTOWN SERIES 21 SALES TAX REV FUND (Trustee-held Sales Tax Revenue Fund): This fund is used annually to receive Pledged Sales Taxes to cover Third-Lien debt service. * **5613 -- BAYTOWN SER 21 3RD LIEN DS FUND (Third-Lien Principal Account): Amounts in this fund cover annual debt principal payments for Third-Lien bonds. * **5614 BAYTOWN THIRD-LIEN BOND CAP INT ACCT (Third-Lien Capitalized Interest Account): Amounts in this fund cover annual debt interest payments for Third-Lien bonds. HSA$6.2(b)(i) 4 Monthly Funding Process By the 15th of every month, Hyatt will provide the prior month's financial results. These reports include the Gross Operating Revenue earned, which determines amounts required to process the flow of funds on the next Monthly Distribution Date. On or before the 5th of every month (the Monthly Distribution Date), the District will process the monthly flow of funds via instruction to the Trustee (see Exhibit A)-. Process each step of this until there are no longer funds remaining in the Revenue Fund. 1. First to the Rebate Fund, if required by arbitrage analysis 2. Second to the Operating Account: a. Hyatt will provide the Required Capital number for that month' and the closing balance of the Operating Account. b. The District will calculate the required transfer based on the Minimum Operating Account Balance (1251 o of Required Capital) and the closing balance of the Operating Account (Balance). (Required Capital * 1.25) - Closing Balance = Operating Transfer amount c. If the Operating Transfer amount is greater than the Revenue Fund and the Working Capital Reserve Fund combined, then the District must transfer into the Working Capital Reserve fund at least the amount necessary to cover the Operating Transfer amount with the required written instructions to the Trustee. (see Exhibit E). d. The District then instructs Hyatt to submit the necessary Indenture Exhibits to fund the Transfer amount. Indenture Exhibit E first for transfers from the Revenue Fund and second Indenture Exhibit F for transfers from the Working Capital Reserve Fund. 3. Third to the Tax & Insurance Fund an amount equal to 1;12 of the annual insurance premium and projected tax payments. This amount is at the discretion of the District and may or may not include amounts in arrears. 4. Fourth to the Administrative Expense Fund an amount equal to 1 12 of the annual approved admin budget. This amount is at the discretion of the District and may or may not include amounts in arrears. 5. Fifth to the Senior FF&E Fund an amount equal to the Senior FF&E Deposit Amount'. Through May 2024, this equals 2°o of Gross Operating Revenue. From HSA§6.4(a) Indenture§5.06 'HSA§6.2(a) HSA§6.2(b)(i) 5 June 2024 to May 2025, 31.10 of Gross Operating Revenue. Starting in June 2025, 40 o of Gross Operating Revenue. Any one month's deposit to this fund must also cover any amounts in arrears from prior months. 6. Sixth to the Senior Asset Management Fee Fund 0.750 o of Gross Operating Revenue. Any one month's deposit to this fund must also cover any amounts in arrears from prior months. 7. Seventh to the First-Lien Debt Service Fund accounts a. To the First-Tier Capitalized Interest Account, an amount equal to 1 6 of the next interest payment due as well as any amounts in arrears from prior months b. To the First-Tier Principal Account, an amount equal to 1.'12 of the next principal payment due as well as any amounts in arrears from prior months 8. Eighth to the First-Lien Debt Service Reserve Fund an amount required to bring the fund up to the debt service reserve requirement of$1,923,000. 9. Ninth to the Second-Lien Debt Service account Fund accounts a. To the Second-Tier Capitalized Interest Account, an amount equal to I`6 of the next interest payment due as well as any amounts in arrears from prior months b. To the Second-Tier Principal Account, an amount equal to 1 12 of the next principal payment due as well as any amounts in arrears from prior months 10. Tenth to the Second-Lien Bond Reserve Fund an amount required to bring the fund up to the debt service reserve requirement of$1,671,000. 11. Eleventh to the Working Capital Reserve Fund an amount required to bring the fund up to the debt service reserve requirement of$600,000. 12. ... In addition on the Monthly Distribution Date, the District will transfer the prior month's Asset Management Fee to Garfield10 (See Exhibit F). The transfer should include any amounts in arrears not previously paid. Total asset management fees paid for the year will be reconciled during an annual audit of asset management fees". Public Disclosures On or before 45 days after the end of each quarter12, the District must send to the Hilltop (the Dissemination Agent) the Quarterly Disclosure Report. The Report must include the items detailed in the Continuing Disclosure Agreement §2.2(b). 10Indenture§5.11(b) Asset Management Agreement§6.1.3 Continuing Disclosure Agreement§2.1(d) 6 Quarterly Reports are due to Hilltop on February 15, May 15, August 15, and November 15 each year. On or before 105 days after the end of the fiscal year, the District must send to Hilltop (the Dissemination Agent) the Annual Report. The Report must include the items detailed in the Continuing Disclosure Agreement §2.2(c) including audited financial statements. Annual Reports are due to Hilltop on January 15 each year. This includes audited hotel financial statements in accordance with HSA §6.4(c). These are separately audited financials from the District focused on hotel operations. *NOTE: The HSA defines the audit due date as 150 days (Februar)-28) but the Continuing Disclosure Agreement requires audited financials by 120 days (January 29). Debt Service Payments First- & Second-Lien On the Debt Service True-Up Date each year, if amounts in the First and Second-Lien Capitalized Interest Accounts and Principal Accounts are insufficient to cover debt service, the District will instruct the Trustee (See Exhibit B) to transfer funds in accordance with the Indenture. First as defined in §5.07(a) for First-Lien and then second as defined in §5.08(a) for Second-Lien. For example, if on March 28, 2024 the amount in the First-Lien Capitalized Interest Account is less than $340,887.50, then the District will instruct the Trustee to make the necessary transfers. Third-Lien" On September 1 of each year, the District will transfer amounts from the District-held Sales Tax Revenue Fund into the Third-Lien Capitalized Interest Fund and Third-Lien Principal Account required to make the Third-Lien debt service payments for the following year as well as any shortfalls from prior periods. (See Exhibit C) For example, on September 1, 2024, the District needs to transfer amounts required to cover October 1, 2025 Third-Lien debt service. "Indenture§5.17 7 If on the Debt Service True-Up Date each year, the amounts on deposit in the Third-Lien Capitalized Interest Fund and Third-Lien Principal Account are insufficient to cover debt service, the District will transfer from the District-Held Sales Tax Revenue Fund to the Trustee-Held Sales Tax Revenue Fund amounts required to cover debt service14. Once transferred, instruct the Trustee to make the necessary transfers to the debt service funds (See Exhibit D). For example, if on March 28, 2024 the amount in the Third-Lien Capitalized Interest Account is less than$701,200 (half of annual FY24 Third-Lien interest of $1,402,400) then the District will transfer the amount required to bring the balance of that fund to the require amount. The transfer will be from the District-Held Sales Tax Revenue Fund to the Trustee-Held Sales Tax Revenue Fund. The Trustee then transfers the amount to the Third-Lien Capitalized Interest Account15. Annual Plant' By August 1, Hyatt must submit to the District the draft Annual Plan. The plan consists of the forecasted operating revenue and expenses, a proposed marketing plan, and budget for capital expenses. The District has up to 30 days to provide comments on Capital Budget items. Once approved, Hyatt can reallocate amounts between Capital Budget line items provided the aggregate amount is not increased. Any reallocation greater than $300,000 or 101 o of the line-item requires written notice to the District. If the Annual Plan results in a Debt Service Coverage Ratio for First and Second-Lien bonds less than 1.25:1, then additional provisions of Indenture §6.15(a) apply. Similar to the Annual Plan, the District can also adopt an Administrative Expenses budget to cover fees and expenses of the Trustee or Asset Manager, Legal Fees, any consulting fees, or other expenses of the District. Insurance Insurance requirements for the facility are described across several governing documents. • Indenture Exhibit J Part I defines coverages required to be obtained by the District Part II defines coverages for any outside contractors doing work on-site "Indenture§5.05(b) Indenture§5.09 'fi HSA Article V • Hotel Services Agreement Exhibit E-1: Coverages to be obtained by the District and paid for from the Tax & Insurance Fund • Hotel Services Agreement Exhibit E-2: Coverages to be obtained by Hyatt and paid for as an operating expense • Condo Declaration Attachment 6: Includes an additional requirement for D&O insurance for the condo board. The Insurance program must be reviewed annually per the Condo Declaration. Condo Regime & Leases The facility is divided into 2 separate units via condo regime. The City is the owner of the land and the Convention Center portion of the project(City Facilities Unit). The District is the owner of the Hotel Unit. The District leases the City Facilities Unit from the City for $10 per month in rent. The District pays the rent as defined in §2.04 of the City Facilities Unit Lease Agreement. Then through the Hotel Services Agreement, the District contracts with Hyatt to operate the entire facility but the District remains as the "Insurance Trustee" The Declaration requires an annual review of Insurance policies by the Insurance Trustee at least 60 days prior to the policy renewal date". The Condo Bylaws require one Annual Meeting19 where Directors can be appointed. At the same time, the Organizational Meeting20 can also be held to elect officers. Arbitrage Analysis Every 5 years starting with September 1, 2026, the District must conduct analysis in accordance with indenture §5.19, §7.05, and §7.06 Summary Monthly Deadlines 1st of each month: Payment of$10 rent from District to City." Condo Declaration§7.04 Condo Declaration§7.05 Condo Bylaws 4.1 '"Condo Bylaws 2.3.1 21 City Facilities Unit Lease Agreement§2.04 9 5th of each month: Monthly Funds Distribution, Payment of Asset Management Fees 15th of each month: Receipt of Hyatt prior-month financials" Annual Deadlines23 January 15: Annual Report& Audit due to Hilltop February 15: Quarterly Report due to Hilltop, deadline for Quarterly Meeting with Hyatt GM24 March 27: Debt Service True-up Date May 1: Condo Regime State Public Info Report Due May 15: Quarterly Report due to Hilltop, deadline for Quarterly Meeting with Hyatt GM August 1: Deadline for Hyatt submission of Annual Plan August 15: Quarterly Report due to Hilltop, deadline for Quarterly Meeting with Hyatt GM August 30: Deadline for District comments on Annual Plan September 1: Third-Lien Pledged Sales Taxes transfer September 27: Debt Service True-up Date September 30: Deadline for District approval of Annual Plan and Administrative Expenses budget November 15: Quarterly Report due to Hilltop December 30: Annual Financial Statement due from Hyatt'` Undated: Secure agreement with annual auditors Undated: Annual Condo Board Meeting'-`' Undated: Annual Insurance Review'' Long-term Requirements October 25, 2026: Deadline for 5-year arbitrage analysis 22 HSA§6.4(a) 23 Some dates are approximate based on calendar vs.business day. Most dates are"on or before" 24 HSA§6.4(b) 25 HSA§6.4(a) 26 Condo Bylaws§4.1 2 Condo Declaration§7.05 10 Exhibit A—Example of Trustee Instructions for Monthly Funds Process February 5, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.06 of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District ("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the following transfers from the Revenue Fund to comply with monthly funding requirements. Transfer to First Lien Bond Debt Service Fund - CI Account ****5604 $63,810.65 Transfer to Senior Asset Management Fee Fund ****5618 $32,349.77 Transfer to Senior FF&E Fund ****5623 $86,266.06 These transfers combined with the Exhibit E request funding the Operating Account $1,198,581.82 as previously sent to the Trustee represent the full $1,381,008.30 currently held in the Revenue Fund. Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District ll Exhibit B—Example of Trustee Instructions for First& Second-Lien Debt Service True-Up Date March 25, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.07 of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District ("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the following transfers into the First-Lien Bond Debt Service Fund to satisfy Debt Service requirements. Transfers to First-Lien Capitalized Interest Account ****5604 From Third-Lien Debt Service Fund - Principal ****5613 $505.73 From Second-Lien Debt Service Fund - Cl ****5609 $43,778.85 From Second-Lien Debt Service Fund - Principal ****5608 $185.12 From First-Lien Bond Reserve Fund ****5606 $188,180.74 These transfers combined with the current balance of the First-Lien Debt Service Fund represent the full $340,887.50 due on the April 1, 2024 Debt Service Payment Date. Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District 12 Exhibit C—Example of Trustee Instructions for Transfer of Pledged Sales Taxes September 1, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.17 of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the following deposits into the Third-Lien Bond Debt Service Fund from the Sales Tax Revenue Account of the Development Project Fund. Transfers to Third-Lien Capitalized Interest Account ****5614 $1,402,400 Transfers to Third-Lien Principal Account ****5613 $480,000 Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District 13 Exhibit D—Example of Trustee Instructions for Third-Lien Debt Service True-Up Date March 25, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.09 of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District ("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the following transfers from the Sales Tax Revenue Fund into the Third-Lien Bond Debt Service Fund to satisfy Debt Service requirements. Transfers to Third-Lien Capitalized Interest Account ****5614 $701,200 These transfers combined with the current balance of the Third-Lien Debt Service Fund represent the full $701,200 due on the April 1, 2024 Debt Service Payment Date. Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District 14 Exhibit E—Example of Trustee Instructions for Working Capital Reserve Fund Deposits March 5, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.10(a)of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District ("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the following deposit into the Working Capital Reserve Fund from funds held by the District: Deposit to Working Capital Reserve Fund ****5616 $300,000 Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District 15 Exhibit F—Example of Trustee Instructions for Transfer of Asset Management Fees March 5, 2024 VIA EMAIL Sandra Adrian Vice President, Account Manager Corporate Trust Services Computershare 1505 Energy Park Drive, St. Paul, MN 55108 Re: Baytown Municipal Development District First-Lien Hotel Revenue Bonds, Series 2021A Second-Lien Hotel Revenue Bonds, Series 2021 B Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds Series 2021 C Dear Ms. Adrian: Pursuant to Section 5.11(b) of the Indenture of Trust dated September 1, 2021 (the "Indenture"), between Baytown Municipal Development District ("District") and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A. solely in its capacity as trustee (the "Trustee"), the undersigned Authorized Representative directs the payment of Senior Asset Management Fees to Garfield AM LCC for the preceding month and amounts in arrears from prior months. Payment from Senior Asset Management Fee Fund ****5618 $31,360.80 Please contact me or Jason Reynolds, City Manager for the City of Baytown at Jason.Reynolds@baytown.org with any questions regarding this matter. Sincerely, Teresa McKenzie, Director of Finance Baytown Municipal Development District 16