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HomeMy WebLinkAboutResolution No 508 (Item 2.a.)RESOLUTION NO. 508 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 YEAR ENDED SEPTEMBER 30, 2025; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00); 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 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 year ended September 30, 2025. 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 FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) 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 affirmative vote of the B61rd of Directors of the Baytown Municipal Development District this the 28`h day of a ' 202 . 2 CH ES JO S N, President RIST HOMES, Assistant General Counsel R:%Ordinances and Resolutions\Resolution Drafts`MDD\2026-05-28\PSA with RubinBrown for Audit Services for Hyatt. September 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 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 Hyatt Regency Baytown - I iouston for the year ended September 30, 2025 (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: CK upon completion of the Work in accordance with this Agreement, including Exhibits; 0 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; CO 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. The scope of the Work is detailed in Exhibit "A." d. Exhibit "A" is incorporated into this Agreement by reference for ail 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: Audit of the accounts maintained financial statements of the Hyatt Regency Baytown as of September 30, 2025 and for the year then ended $50,000.00 Agreement for Consulting Services, Page i 3. ii. Total Not to Exceed....................................................................$50,000.00 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. 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. Personnel of Consultant a. Consultant's Project Manager A recment for Profcssional Scrviccs, Page 2 revised 3.31 2026 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 cligible 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 The Work shall be performed and furnished in accordance with the most current codes and/or standards adopted by the city, state, or federal Asrccmcnt_for Professional Services, Page 3 revised 3.31.2026 government or in general custom and usage by the profession, as described in Exhibit A Consultant agrees the services it provides as an experienced and qualified i2ublic__accountin, Finn 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. iii. 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: 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 ■ Waiver of Subrogation required A yr, ccmcnt for Professional Servi •cs, Page 4 revised 3.31.2026 ■ 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. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. 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. 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. 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 Scrvtccs, Page 5 revised 3.31.2026 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 j EMPLOYEES (HEREINAFTER REFERRED TO AS THE { "DISTRICT") FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, AND LIABILITY OF EVERY KIND, INCLUDING ALL F 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 I` CONSULTANT AND THE DISTRICT, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY F CONSULTANT TO INDEMNIFY AND PROTECT THE DISTRICT FROM THE CONSEQUENCES OF CONSULTANT'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE NEGLIGENCE i 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 A reernent for Professional Services, Page 6 revised 3.31.2026 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 3.31.2026 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 specifeity 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 Sery ces, Page & revised 3 31 2026 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 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, 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 3.31.2026 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 Agrccmcnt far -Profession -al Services, Page 10 revised 3.31.2026 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. Agrecmcn� professiona.I Scrnccs, Page 11 revised 3.31.2026 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. ATTEST: ANGELA JACKSON, Secretary APPROVED AS TO FORM: SCOTT LEMOND, General Counsel BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT JASON REYNOLDS, General Manager CONSULTANT: RUBiNBROWN LLP Jason Fellows, Partner 3/3t/z6 A reernent for Professional Services, Page 12 revised 3.31.2026 STATE OF �Lb COUNTY OF Jul dam^ § Before me on this day personally appeared �/%�UriCi�(pWS in (Pher capacity as , o-r'4-nf r , on behalf of such uh irnrL n ,zLP known to me; proved to me on the oath of ❑ proved to me through his/her current (check one) : or (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) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me thA—h�, she executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this M�ay of /' !cr/ c h- 20.;WR Notary Public in nd for the State of �a VERNEE FAYE NICHOLSON NOTARY PUBLIC STATE OF COLORADO NOTARY to 20164023373 MY COMMISSION EXPIRES .TUNE 20, 2028 R 1M nam Schaen\AGRFF.MF.NTSUtubinBrown Professional Services Agreement.-RubinBrown FINAL redline doex np�rccrncnt. for Professional Services{'Page 13 revised 3.31.2026 h RubinBrowry Scope of Attest Services 10801 W Charleston Blvd T 702.415.2112 Suite 300 E info@rubinbrown corn Las Vegas, NV 89135 www.Rub:nBrown.com EXHIBIT A SCOPE OF WORK Consultant shalt perform an Audit of Accounts Ma ntained Financial Statements of the Hyatt Regency Baytown — Houston (the Hotel") as follows i . 2025 Financial Statements Audit of accounts maintained financial statements as of September 30 2025 and for the year then ended, which comprise the statement of assets. liabilities and control as of September 30, 2025 and the Statement of Revenues and Expenses and Statement of Cash Flows for the year ended September 30. 2025 and the related notes to the Accounts Maintained Financial Statements; Hereafter the 2025 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 year 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 (GARS) 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 w 11 issue a written report upon completion of Consultant's 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. Exhibit A -Terms and Conditions Page 1 of 4 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 iirrutations 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 GAAS. 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 Consultants 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. 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. Exhibit A - Terms and Conditions Page 2 of 4 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 Consultants 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 responsib a 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 assistance with the preparation of your Financial Statements bookkeeping, and 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 intemal 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. Exhibit A - Terms and Conditions Page 3 of 4 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 (li) 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 matenal 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 0"1- Fr.4l--f Jason Fellows, CPA Partner Dint Dial Number. 303-952-1240 Email jason fellows@rubinbrow Exhibit A - Terms and Conditions Page 4 of 4 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 Hyatt Repency Baytown • 1-louston for the year ended Sc tembcr 30 2025 (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: CK upon completion of the Work in accordance with this Agreement, including Exhibits; D 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; O 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 ail 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, 2025 and for the year then ended 50,000.00 Ag,recmcnt for Consulting Scrv_ices, Page I EXHIBIT "A" Total Not to Exceed....................................................................$50,OOO.00 b. Consultant shall not exceed the fixed contractual amount without written authorization in the farm 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 Consultants 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 Agreement ror Proressiojta! Scrviec;s, Page 2 revised 3.31.2026 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 cligible 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 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 1 rccnient for Professional Services, Page 3 revised 3.31.2026 government or in general custom and usage by the profession, as described in Exhibit A 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. *rhe 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 mayarisefromorinconnectionwiththeperformanceoftheworkhereunderbyConsultant, 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 Waiver of Subrogation required Agrccment for flrofc•ssional Services, Page 4 revised 3.31.2026 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" 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. i :. 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. flgrccrnent for Professional Services, Page 5 revised 3.31.2026 viii. All insurance required herein shall be secured and maintained in a companyPY 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 IHARMLESSTHEDISTRICT, 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 j ATTORNEY'S FEES (COLLECTIVELY, 66LOSSES99) T4 THE EXTENT SUCH LOSSES RESULT FROM ATHIRD-PARTY CLAIM FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH 4F CONTRACT TO THE iEXTENTSUCHLOSSESAREDETERMINEDBYACOURTOF 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 Profcssional Scrvices, Page 6 revised 3.31.2026 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; fj 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 ail other appropriate documentation required herein for Agreement for Professional Services, Page 7 revised 3.31.2026 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 farm and format together with all unused materials supplied bFF YtheDistrict. 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 Consultants 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 aid bytheDistricttoConsultant. F 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 tasksifinformationcomestoConsultant'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. IL 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 J J g nt 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 eighteenPYg18) 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 rightg 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 s ecifeit theFYworkorservicesperformedandthedate(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 Sergi -4: 9s, Page 8 revised 3.31.2026 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 al l 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, 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 Proressional Scrviccs, Page 9 revised 3.31.2026 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Attn: General Manager P. O. Box 424 Baytown, Texas 77522-0424 For Consultant: RUBINBROwN LLP Attn: Jason Fellows 1900 l6th 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 Agreemcnt for Profcssional Scrviccs, Page 10 revised 3.31.2026 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. readings 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. A,erecmcn,L_CQr Professional Services, Page l l revised 3.31.2026 IN WITNESS WHEREOF, the p rtt= orieginal, to have executed this Agreement in multiple copies, each of which shall be a med t butallof which shall constitute but one and the same Agreement on the day of 2Athe date of execution by the General Manager or his designee of the istrict. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT A TEST: , 't %., CGrC 1 flyni-, sstar t C enerat tnwr jC ANGELA ACKSON, Secrg APPROVED AS TO FORM: 'A' NT 0 nat i11111 rV los " C .(, n e c'c 1 Coo, CONSULTANT: RUBINBROWN LLP A, - &- 6 Jason Fellows, Partner 13t Z6 Agreement for Professional Services, Page 12 revised 3.31.2026 STATE OF § COUNTY OF § Before me on this day personally PP ersonal1 appeared y\ L&HOU2 in (Pher capacity as Polr+per , on behalf of such * Z Y' , known to me; proved to me on the oath of ; or Ej 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 th h /she executed the same for the purposes and consideration therein expressed. before me this N rdayof - , 20:-&SUBSCRIBEQ AND SwORN b 1,114 Notary Public in And for the State of Ct4d&b0&- VERNEE FAYE NICHOLSON NOTARY PUBLIC STATE OF COLORADO NOTARY 10 20164023373 MY COMMISSION EXPIRES JUNE 20, 2029 R \M-nam Schoen\AGRFF.MFNTS\RubinBrown,Professional Serviccs Agreement•-RubinBrown HNAL redline docx Agreement for Professional Scrvices; Page 13 revised 3.31.2026 40 10801 W Charleston Blvd T 702.415.2112 Suite 300 E info@rubinbrown comRubinBrownLasVegas, NV 89135 www.Rub nBrown.com EXHIBIT A SCOPE OF WORK Scope of Attest Services Consultant shall perform an Audit of Accounts Ma.ntained Financial Statements of the Hyatt Regency Baytown — Houston (the Hotel") as follows. 1. 2025 Financial Statements Audit of accounts maintained financial statements as of September 30 2025 and for the year then ended, which comprise the statement of assets. liabilities and control as of September 30, 2025 and the Statement of Revenues and Expenses and Statement of Cash Flows for the year ended September 30, 2025, and the related notes to the Accounts Maintained Financial Statements; Hereafter the 2025 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 year 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 paragraphrelatedtothismatter. Consultant's work will include tests of the Hotel's accounting records and other proceduresConsultantconsidersnecessarytoenableConsultanttoexpresssuchan 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 w-ll issue a written report upon completion of Consultant's 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 ConsultanttomodifyConsultant's opinion, add an emphasis -of -matter or other -matter paragraph(s) (in addition to the one described above), or withdraw from the engagement. Exhibit A -Terms and Conditions Page 1 of 4 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. GARS 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 GAAS. 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 therm to Hotel separately. 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. Exhibit A - Terms and Conditions Page 2 of 4 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 performingConsultant's services, Consultant will advise the appropriate level of management of any such material Irregularities that come to Consultant's attention. However, Motel 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 Fart 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 assistance with the preparation of your Financial Statements, bookkeeping, and 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 Hotels information. Exhibit A - Terms and Conditions Page 3 of 4 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 dine 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 0 R&C-.J Jason Fellows, CPA Partner Direct Dial Number: 303-952.1240 Email: jason.fellows@rubinbrow Exhibit A - Terms and Conditions Page 4 of 4