MDD Resolution No. 496 RESOLUTION NO. 496
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT, AUTHORIZING A PROFESSIONAL
SERVICES AGREEMENT WITH RUBINBROWN, LLC TO PERFORM AUDIT
SERVICES FOR THE ACCOUNTS MAINTAINED FINANCIAL STATEMENTS OF
THE HYATT REGENCY BAYTOWN-HOUSTON PROJECT FOR THE PERIOD
ENDED SEPTEMBER 2023 AND YEAR ENDED SEPTEMBER 30, 2024;
AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED ONE HUNDRED
TWENTY THOUSAND AND NO./100 DOLLARS (S 120,000.00); 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 General Manager to execute a Professional Services Agreement with RubinBrown,
LLC, to perform audit services for the accounts maintained financial statements of the Hyatt Regency
Baytown-Houston Project for the period ended September 2023 and years ended September 30, 2024. 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 ONE HUNDRED TWENTY THOUSAND
AND NO;'100 DOLLARS ($120,000.00) to RubinBrown, 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 affirmati •e vote of the and of Directors of the
Baytown Municipal Development District this the 261h day J e, 25.
���u111rtN��� CHARL SON, President
AT EST: ��� wo
AID EL S 1�_:ssiS3 Sec V
APPROVE kS TO FORM!•%i��
SCOTT L ND, General Counsel
W Ordinances and Resolutions\Resolution Drafts\MDD\2025-6-26\PSA with RubinBrown for Audit Services for Hyatt kh docx
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement(this "Agreement") is entered into by and between RubinBrown, LLP(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 an audit of the accounts
maintained financial statements of the Hvatt Regencv Bavtown - Houston services
for the period ended September 30, 2023 and the vear ended September 30, 2024
(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:
® upon completion of the Work in accordance with this Agreement, including
Exhibits;
❑ 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;
❑ 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. Exhibit "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. Audit of the accounts maintained financial statements of the Hyatt Regency
Baytown as of September 30, 2023 and for the period then ended including
a one-time fee $20,000 for open balance testing.........................$70,000.00
Agreement for Consulting Services,Page 1
ii. Audit of the accounts maintained financial statements of the Hyatt Regency
Baytown as of September 30, 2024 and for the
year then ended... .........................................................................$50,000.00
iii. Total Not to Exceed..................................................................$120,000.00
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.
Agreement for Professional Services. Page 2 revised 6.10.2025
3. Personnel of Consultant
a. Consultant's Project Manager
Consultant shall designate Jason Fellows,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.
b. Licensed and Registered Auditor
Consultant shall keep full-time registered Auditor eligible to practice 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 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 City of Baytown's 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.
5. 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 as described in Exhibit A.
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
Aereement for Professional Services.Page 3 revised 6.10.2025
i. The Work shall be performed and furnished in accordance with the most
current codes and/or standards adopted by the city, state, or federal
government or in general custom and usage by the profession, as described
in Exhibit A
ii. Consultant agrees the services it provides as an experienced and qualified
public accounting firm will reflect the professional standards, procedures
and performances common in the industry for this project, and as described
in Exhibit A. Consultant further agrees that any analysis, reports, 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.
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.
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 except the Workers' Compensation and Errors and
Omissions policies 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 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
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
Aereement for Professional Services,Page 4 revised 6.10.2025
■ 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"
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.
iv. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
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.
Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
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.
Agreement for Professional Services, Page 5 revised 6.10.2025
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 THE DISTRICT, ITS OFFICERS, AGENTS, AND
EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"DISTRICT") FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, AND LIABILITY OF EVERY KIND, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE
ATTORNEY'S FEES (COLLECTIVELY, "LOSSES") TO THE
EXTENT SUCH LOSSES RESULT FROM A THIRD-PARTY CLAIM
FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE
EXTENT SUCH LOSSES ARE DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO ARISE OUT OF OR BE 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
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. THE INDEMNITY PROVIDED
Agreement for Professional Services. Page 6 revised 6.10.2025
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 determined by a
court of competent jurisdiction to be caused by, arise out of, or be 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
Consultant of the District's election to do so. Furthermore, 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, 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 termination,Consultant shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
Agreement for Professional Services,Page 7 revised 6.10.2025
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 terminated 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,but in no event
will Consultant's maximum liability under this Agreement exceed two (2) times the fees paid by
the District to Consultant.
Consultant may terminate this Agreement, without penalty, on thirty (30) days' written notice to
the District or may terminate immediately for material breach or decline to perform certain tasks
if information comes to Consultant's attention indicating that performing such tasks could cause
Consultant to be in violation of any applicable law, regulations or standards, to be in a conflict of
interest or to suffer reputational damage.
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. Pursuant to Consultant's record retention policy, Consultant may retain
copies of files created by Consultant (collectively"Work Papers") and Consultant will destroy all
pertinent Work Papers after a retention period of seven (7)years, after which time these items will
no longer be available("Record Retention Period"). Consultant's email retention policy is eighteen
(18) months, after which time emails will no longer be available ("Email Retention Period").
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 specifcity 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
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.
Agreement for Professional Services,Page 8 revised 6.10.2025
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 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 I larris 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,
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:
Agreement for Professional Services,Page 9 revised 6.10.2025
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
Attn: General Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Consultant:
RUBINBROWN LLP
Attn: Jason Fellows
1900 16th Street, Suite 1700
Denver, CO 80202
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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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
Agreement for Professional Services, Page 10 revised 6.10.2025
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.
23. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
24. 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.
25. 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.
26. 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 t t revised 6.10.2025
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 the_day of ,20_,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:
RUBINBROWN LLP
Jason Fellows, Partner
Aereement for Professional Services, Page 12 revised 6.10.2025
STATE OF §
COUNTY OF §
Before me on this day personally appeared in his/her
capacity as , on behalf of such ,
❑ known to me;
❑ proved to me on the oath of ; or
❑ proved to me through his/her current
(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 day of , 20_
Notary Public in and for the State of
R\Miriam Schoen\AGREEMENTS RubmBrown Professional Services Agreement--RubinBrown.FINAL.redlme docx
Agreement for Professional Services, Page 13 revised 6.10.2025
p10801 W Charleston Blvd T. 702.415.2112
Suite 300 E: info@rubinbrown.com
RubinBrown Las Vegas, NV 89135 www.RubinBrown.com
CERTIFIED PUBLIC ACCOUNTANTS&BUSINESS CONSULTANTS
EXHIBIT A
SCOPE OF WORK
Scope of Attest Services
Consultant shall perform an Audit of Accounts Maintained Financial Statements of the Hyatt
Regency Baytown — Houston (the "Hotel") as follows:
1. 2023 Financial Statements
Audit of accounts maintained financial statements as of September 30, 2023 and for
the period then ended, which comprise the statement of assets, liabilities and control
as of September 30, 2023 and the Statement of Revenues and Expenses and
Statement of Cash Flows for the period ending September 30, 2023, and the related
notes to the Accounts Maintained Financial Statements;
2. 2024 Financial Statements
Audit of accounts maintained financial statements as of September 30, 2024 and for
the year then ended, which comprise the statement of assets, liabilities and control as
of September 30, 2024 and the Statement of Revenues and Expenses and Statement
of Cash Flows for the year ending September 30, 2024, and the related notes to the
Accounts Maintained Financial Statements;
Hereafter the 2023 and 2024 Financial Statements shall be referenced the "Financial
Statements".
Except as specifically provided for herein, Consultant's responsibility for this engagement will
be limited to auditing the Financial Statements for the periods of time set forth above.
Audit Objective
The objective of Consultant's audit is to obtain reasonable assurance about whether the
Financial Statements as a whole are free from material misstatement, whether due to fraud or
error, and issue an auditors' report that includes Consultant's opinion about whether the
Hotel's Financial Statements are presented, in all material respects, in conformity with the
financial reporting provisions of the Uniform System of Accounts for the Lodging Industry,
which is a basis of accounting other than accounting principles generally accepted in the
United States of America. Consultant's report will include an emphasis-of-matter paragraph
related to this matter.
Consultant's work will include tests of the Hotel's accounting records and other procedures
Consultant considers necessary to enable Consultant to express such an
opinion. Reasonable assurance is a high level of assurance but is not absolute assurance
and therefore is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in the United States of America (GAAS) will always detect a material
misstatement when it exists. Misstatements, including omissions, can arise from fraud or error
and are considered material if there is a substantial likelihood that, individually or in the
aggregate, they would influence the judgment of a reasonable user made based on the
Financial Statements. Consultant will issue a written report upon completion of Consultant's
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audit of Hotel's Financial Statements. Consultant's report will be addressed to those
responsible for governance of Hotel. Circumstances may arise in which Consultant's report
may differ from its expected form and content based on the results of Consultant's
audit. Depending on the nature of these circumstances, it may be necessary for Consultant
to modify Consultant's opinion, add an emphasis-of-matter or other-matter paragraph(s) (in
addition to the one described above), or withdraw from the engagement.
Audit Procedures
Consultant will conduct the audit in accordance with GAAS. As part of an audit in accordance
with GAAS, Consultant will exercise professional judgment and maintain professional
skepticism throughout the audit. GAAS requires the Consultant to plan and perform the audit
to obtain reasonable assurance about whether the Financial Statements are free of material
misstatements, whether from (1) errors, (2)fraudulent financial reporting, (3) misappropriation
of assets, or(4)violations of laws or governmental regulations that are attributable to Hotel or
to acts by management or employees acting on behalf of Hotel. Because of the inherent
limitations of an audit, combined with the inherent limitations of internal control, and because
Consultant will not perform a detailed examination of all transactions, there is an unavoidable
risk that some material misstatements may not be detected by Consultant, even though the
audit is properly planned and performed in accordance with GARS. An audit is not designed
to detect immaterial misstatements or violations of laws or government regulations that do not
have a direct and material effect on the Financial Statements. However, Consultant will inform
the appropriate level of management of any material errors, fraudulent financial reporting, or
misappropriation of assets that comes to Consultant's attention. Consultant will also inform
the appropriate level of management of any violations of laws or government regulations that
come to Consultant's attention, unless clearly inconsequential.
Consultant's audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Financial Statements. Consultant's audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the
Financial Statements, and determining whether the Financial Statements represent the
underlying transactions and events in a manner that achieves fair presentation. Consultant
will also perform tests of documentary evidence supporting the transactions recorded in the
accounts, tests of the physical existence of inventories, and direct confirmation of receivables
and certain other assets and liabilities by correspondence with selected customers, creditors,
legal counsel, and banks, as applicable.
Consultant will also conclude, based on the audit evidence obtained, whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about Hotel's
ability to continue as a going concern for a reasonable period of time.
Consultant's procedures will include obtaining an understanding of Hotel's internal control
relevant to the audit in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the effectiveness of Hotel's
internal control. Consultant's audit is not specifically designed and cannot be relied upon to
disclose significant deficiencies or material weaknesses. A material weakness is a deficiency,
or combination of deficiencies, in internal control, such that there is a reasonable possibility
that a material misstatement of the entity's financial statements will not be prevented, or
detected and corrected on a timely basis. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control that is less severe than a material weakness,
yet important enough to merit attention by those charged with governance. However, during
the audit, if Consultant becomes aware of such significant deficiencies, material weaknesses,
or ways that Consultant believes Hotel management practices can be improved, Consultant
will communicate them to Hotel separately.
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Consultant will identify and assess the risks of material misstatement of the Financial
Statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for Consultant's opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
As auditors, Consultant must necessarily rely upon the integrity and cooperation of
management and the assistance of Hotel's accounting staff.
Consultant's services cannot be relied upon to detect errors, irregularities, employee or
management dishonesty, fraud, embezzlement or other illegal acts (hereinafter collectively
referred to as "Irregularities"). However, Consultant will design the audit to detect such
irregularities that have a direct and material effect on the Financial Statements. In performing
Consultant's services, Consultant will advise the appropriate level of management of any such
material Irregularities that come to Consultant's attention. However, Hotel must understand
that Consultant's services cannot be relied upon to detect such Irregularities. If Hotel has
concerns about such matters, please discuss them with Consultant.
Jason Fellows will serve as the partner responsible for the overall supervision of the audit
engagement and for authorizing the Consultant's signature on the audit report letter.
Management Responsibilities
As part of Consultant's engagement Consultant may propose standard, adjusting, or
correcting journal entries in connection with preparation of Hotel's Financial
Statements. Consultant will provide Hotel with these proposed journal entries for Hotel's
review and approval prior to issuing Consultant's report. Hotel is responsible for reviewing the
entries and understanding the nature of any proposed entries and the impact they have on the
Financial Statements.
Hotel is also responsible for management decisions and functions, and for designating a
qualified management-level individual with suitable skill, knowledge or experience to oversee
other services Consultant provides. Hotel is responsible for evaluating the adequacy and
results of the services performed and accepting responsibility for such services. Hotel is
responsible for establishing and maintaining internal controls, including monitoring ongoing
activities.
Hotel is responsible for providing Consultant with (a) access to all information of which Hotel
is aware that is relevant to the preparation and fair presentation of the Financial Statements
(whether obtained from within or outside of the general and subsidiary ledgers) such as
financial records, documentation, and identification of all related parties and all related-party
relationships and transactions, (b) additional information that Consultant may request for the
purpose of the audit, and (c) unrestricted access to persons within the company from whom
Consultant determines is necessary to obtain audit evidence.
Consultant is not responsible for electronically hosting, storing or maintaining any of Hotel's
original financial or non-financial information (or sole copies). Hotel is expected to retain all
financial and non-financial information including, but not limited to, anything Hotel uploads to
a portal and are responsible for downloading and retaining anything Consultant uploads to a
portal or transmit to Hotel in a different manner. Portals are only meant as a method of
transferring data and are not intended for the storage of Hotel's information.
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Hotel is responsible for the design and implementation of programs and controls to prevent
and detect fraud and for informing Consultant about all known or suspected fraud involving (1)
management, (2) employees who have significant roles in internal control, and (3) others
where the fraud could have a material effect on the Financial Statements. Hotel's
responsibilities include informing Consultant of Hotel's knowledge of any allegations of fraud
or suspected fraud received in communications from employees, former employees,
regulators, or others. In addition, Hotel is responsible for identifying and ensuring that Hotel is
compliant with applicable laws and regulations.
Those charged with corporate governance and management are solely responsible for(i) the
preparation and fair presentation of the Financial Statements including the related footnotes
(ii) selecting and applying sound accounting principles, (iii) designing, implementing, and
maintaining adequate internal controls relevant to the preparation and fair presentation of
Financial Statements that are free from material misstatement, whether due to fraud or error,
including monitoring ongoing activities, (iv) preventing and detecting fraud, (v) adjusting the
Financial Statements to correct material misstatements, and (vi) affirming to Consultant in a
written representation letter that the effects of any uncorrected misstatements aggregated by
Consultant during the current engagement and pertaining to the latest period presented are
immaterial, both individually and in the aggregate, to the Financial Statements taken as a
whole.
As a condition of Consultant's engagement, management agrees to sign a written
representation letter attesting to the completeness and truthfulness of representations and
disclosures made to Consultant during the course of Consultant's work.
RubinBrown LLP
F=v-,J
Jason Fellows, CPA
Partner
Direct Dial Number: 303-952-1240
Email:jason.fellows@rubinbrown.com