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HomeMy WebLinkAboutRES 22-336 RESOLUTION NO. 22-336 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute an agreement with Garfield Public/Private LLC, substantially in the form attached hereto as Exhibit "A," to conduct a market study, perform planning and design services, determine estimated costs and develop a business and financing plan related to the possible development of a hotel on property owned by the City; and, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, BE IT FURTHER RESOLVED THAT the City Manager be and he is hereby authorized to execute an agreement with Garfield Public/Private LLC, substantially in the form attached hereto as Exhibit "A," for the possible development of a hotel on property owned by the City with a cost totaling $177,000.00 plus travel, data acquisition, and other minor expenses. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 12th day of December, 2022. IS� ...uK � ✓�� • It q ' t w 0 (10)1 L,4:1 g�i - Mayor Robin Mouton - tIYIflip � \ 3 QC�,.'�3L IJ. ....,iw PROFESSIONAL SERVICES PRE-DEVELOPMENT AGREEMENT CONVENTION CENTER AND HEADQUARTERS HOTEL Beaumont,Texas This Professional Services Pre-Development Agreement ("Agreement") dated as of , 2022 ("Effective Date"), is entered into by and between the City of Beaumont, Texas ("City") and Garfield Public/Private LLC, a Texas limited liability company ("GPP"), in connection with the planning, design, financing, and construction of a hotel and convention center to serve the citizens, businesses and visitors of the City. Each of City and GPP may be referred to in this agreement as a "Party" or collectively as "Parties". RECITALS: WHEREAS, the City is considering the planning, design, financing, construction, commissioning, and operation of a nationally branded hotel and meeting space on a site in Beaumont,Texas (the "Project"). The size and boundaries of such site will be determined by the City at its option following the City's review of the Final Report (as defined below); and WHEREAS,the City desires that GPP perform a strategic business plan that will include (i) a market study and business plan detailing the building program, conceptual design, estimated development cost, development schedule, and operating pro forma; (ii) recommended brand(s)/flag(s), operator(s), and operating structure(s); (iii) funding, financing, and ownership alternatives for the Project; and (iv) such other services incidental to the foregoing as the Parties may reasonably approve. WHEREAS, GPP has agreed to perform such services, as more specifically detailed in this Agreement and is duly qualified and experienced to perform such services subject to Exhibit A; AGREEMENT: NOW,THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties hereto agree as follows: Section 1. Pre-Development Scope of Services and Schedule: (a) The "Pre-Development Period" is the time from the Effective Date to delivery of the Final Report described in Section 1(h). The City will provide to GPP any currently existing survey, studies, documents and agreements, plans and specifications, and other documents pertaining to the Project,within thirty (30) days of the Effective Date. © Garfield Public/Private LLC Prof( -- =--- "„-,^� pment Agreement Page 1 of 13 EXHIBIT A C (b) During the Pre-Development Period, the Parties will negotiate in good faith a Professional Services Agreement ("PSA") on terms and conditions mutually acceptable to the parties pursuant to which GPP will develop the Project. (c) GPP will conduct a Market Study to include an analysis of the competitive set of lodging properties and an estimated profit and loss statement for the Project for its first 10 years of operations including underlying assumptions of occupancy, average daily rates, operating revenue, operating expenses, and net operating income ("Preliminary Project Operating Pro Forma"). The Market Study will include recommendations for hotel brand(s)/flag(s) and operator(s) for the Project. The Market Study will also include preliminary Project program recommendations,to include key count, mix of guestrooms and suites, amount and configuration of ballroom and meeting space, and other facilities and amenities. These program recommendations will inform the Conceptual Design described in Section 1.(d) below. (d) GPP will engage the services of an architect acceptable to the City("Architect")to prepare a conceptual design package (including an initial conceptual masterplan of the hotel/convention district area) to include a building program, site plan, floor plans, elevations, section drawings, renderings, with architectural and engineering narratives ("Conceptual Design") for the Project. GPP will contractually obligate Architect to indemnify the City and GPP, as joint indemnitees, consistent with the provisions of Chapter 130, TEXAS CIVIL PRACTICES AND REMEDIES CODE, and Section 271.904, TEXAS LOCAL GOVERNMENT CODE, and to maintain insurance (including errors and omissions coverage) for the benefit of the City and GPP as additional insureds, in each case in form and substance not less than is customary for a City-operated design project with a similar scope. The Conceptual Design will include recommended key count and mix of guestrooms and suites, amount and configuration of ballroom and meeting space, pre-function area, back-of- house requirements, food and beverage outlets, parking, and other recommended amenities, which may include a swimming pool and pool deck, fitness center, and business center, among other facilities and amenities. (e) GPP will engage a general contractor or cost consultant acceptable to the City ("Contractor"), to prepare a preliminary estimate of the total construction costs for the Project based on the Conceptual Design, in sufficient detail to show construction costs, FF&E, OS&E, IT, soft costs and professional fees ("Preliminary Project Pricing"), and a Project development and construction schedule from completion of the pre-development assessment period through Project opening ("Preliminary Project Schedule") with input as appropriate from the City, GPP and other team members. The form of construction contract will provide protections to the City that are not substantially less than the protections in the comparable documents typically used by the City for similar projects in terms of size, scope, and cost. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 2 of 13 (f) If required, and subject to City advance written approval, GPP will engage third- party consultants, acceptable to the City, to provide a geotechnical report and an environmental Phase I report. (g) GPP will prepare public/private financing alternatives for the Project identifying anticipated sources of debt and equity and the anticipated amount and structure of City participation to complete the Project capitalization ("Preliminary Capital Plan of Finance"). (h) GPP will use its good faith best efforts to deliver its final report on the Project ("Final Report")to the City within two hundred and ten (210) days of the Effective Date.The Final Report will consist of the Conceptual Design, the Preliminary Project Pricing, the Preliminary Project Schedule, the Preliminary Project Operating Pro Forma, and the Preliminary Capital Plan of Finance. Notwithstanding anything to the contrary in this Section 1(h), in the event that the Final Report has not been delivered to the City within two hundred and seventy(270) days of the Effective Date, the City will have the right to terminate this Agreement and GPP will provide to the City all information it has developed to date in support of the Final Report. (i) GPP will update the City on the status of its efforts relating to the Project on a monthly basis or more often if requested. The meetings may be held by conference call or in person. Section 2. Development of the Project. (a) Upon delivery of the Final Report,the Parties will conclude the negotiations of the PSA. (b) If within 270 days after the Effective Date, the Parties are unable to negotiate a satisfactory PSA,then on the 271st day after the Effective Date,this Agreement will automatically terminate and be of no further force and effect, and the City may formally end all negotiations with GPP. (c) Prior to the execution of the PSA, the relationship between GPP and the City will be governed solely by the terms of this Agreement. Section 3. Costs. (a) The City acknowledges that GPP will incur costs, as approved by the City, in connection with the services of the Architect, Contractor, and potentially other third-party consultants hereunder, subject to advance written approval of the City. The City will pay such costs in accordance with the City's normal contract payment procedures. GPP will be paid a fee of $12,000.00 per month during the first six (6) months of the term of this Agreement (in the aggregate $72,000.00) for its services. In the event the Final Report were to be delivered prior to the end of the first six (6) months of the Agreement,the unpaid balance of the aggregate GPP fee will become due and payable upon delivery of the Final Report. GPP will also be paid $40,000 for the initial Market Study, including a site selection confirmation. The estimated costs of the © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 3 of 13 Architect and Contractor are$65,000 ($40,000 for Architect and $25,000 for Contractor), subject to City approval. The Architect and Contractor fees are in addition to the GPP fee and the GPP initial Market Study. The City will have the right to access and copy any documents supporting the services provided by GPP, Architect, Contractor, and third-party consultants pursuant to this Agreement. GPP will retain for review by the City, for a period of twenty-four (24) months following the termination of this Agreement,the financial records and reports regarding the work performed by GPP and the Architect, Contractor, and third-party consultants under this Agreement. All the aforesaid costs and fees will be included in the final budget for the Project, subject to approval by the City. (b) In addition to the cost and fee billings described in Section 3(a) above, GPP will invoice City monthly at cost for all reimbursable expenses GPP incurs in connection with its work, including third-party reproduction, data purchase, delivery services, and travel (if any) outside of the DFW Metroplex("Expenses"),such Expenses to be supported by appropriate documentation. Travel expenses, if any will be subject to advance written approval of the City. (c) City will pay GPP's monthly invoices on or before thirty (30) calendar days from City's receipt of each such invoice, in accordance with state law. Section 4. Term;Termination. (a) This Agreement will be effective as of the Effective Date and expire upon the earlier of the execution of the PSA or 270 days from the Effective Date.The Parties further agree that this Agreement shall automatically terminate if the findings from the Market Study do not support the Project. The City will have final authority regarding whether the Market Study is viable. Moreover, this Agreement may be terminated by either Party in its sole discretion and without cause, provided that the other Party is given not less than ten (10)calendar days'written notice of intent to terminate. In the event of a termination under this Section by City or an automatic termination as described herein, City will pay GPP fee compensation owed, if any, through the end of the month in which termination occurs plus Expenses incurred, but not yet paid,through the date of such termination. (b) The City may temporarily suspend this Agreement, at no additional cost to City, provided that GPP is given advance written notice of such temporary suspension. If City gives such notice of temporary suspension, GPP will immediately suspend its activities under this Agreement. Compensation owed by City to GPP will be based upon the actual service time expended by GPP, plus Expenses incurred, but not yet paid, through the date the work is temporarily suspended. City will pay any amounts owed to GPP for work completed up to the date of the suspension of work within thirty (30) days of the date the City receives an invoice for the amounts due. (c) Notwithstanding any provisions of this Agreement, GPP will not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by GPP, and the City may withhold any payments due to GPP until such time as the exact amount of damages, if any, due the City from GPP is determined. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 4 of 13 (d) In the event of termination, GPP will be compensated as provided for in this Agreement. Upon termination,the City will be entitled to all work and all other such materials as may have been prepared or accumulated to date by GPP in performing this Agreement, which are not GPP's privileged information, as defined by law, performed to that date in accordance with Section 7 of this Agreement. Section 5. Amendments, Changes, or Modifications. Amendments, changes or modifications in the terms of this Agreement may be made at any time but only by mutual written agreement between the Parties and will be signed by individuals authorized to bind the Parties. Section 6. Extensions of Time. GPP may, for good cause, request extensions of time to perform the services required under this Agreement. Such extensions are subject to advance authorization by the City in its sole discretion in writing and will be incorporated in written amendments to this Agreement, in the manner provided in Section 5. Section 7. Property of City. It is agreed that the Parties intend this to be an Agreement for services and each considers the products and results of the services included in the work to be,rendered by GPP under this Agreement to be a work made for hire. It is further mutually agreed that such products and results will become the property of the City once full payment for services is received by GPP, as provided in this Agreement. Immediately upon termination, the City will be entitled to, and the GPP will deliver to the City,the work and all other such materials as may have been prepared or accumulated to date by GPP in performing this Agreement, which are not GPP's privileged information, as defined by law, along with any other property belonging exclusively to the City which may be in GPP's possession. Section 8. Compliance with Public Information Act. GPP acknowledges that City is a governmental entity subject to the Public Information Act, Chapter 552, Texas Government Code (the "Act"). The City will process all open records requests in accordance with the Act. GPP understands that the City may require GPP's full cooperation in its response to any open records request. Section 9. Warranties and Responsibilities—GPP. (a) GPP agrees and represents that it is qualified to properly provide the services set forth herein in a manner which is consistent with the generally accepted standards of GPP's profession. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 5 of 13 (b) GPP agrees and represents that the work performed under this Agreement will be in accordance with applicable federal, state and local law in accordance with Section 15(a) of this Agreement. (c) GPP will designate a project manager who at all times will represent GPP before the City on all matters relating to this Agreement. The project manager will continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by GPP, or is replaced with the written approval of the City, which approval will not be unreasonably withheld. Section 10. Subcontracting. None of the services covered by this Agreement will be subcontracted without the prior written consent of the City, which consent will not be unreasonably withheld. GPP will be fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by GPP. Section 11. Assignability. GPP will not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City. Section 12. Liability. GPP will be responsible for performing the work under this Agreement in a manner consistent with the generally accepted standards of GPP's profession and will be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City will not be charged with the responsibility of preventing risk to GPP or its employees, agents, contractors, or subcontractors. Approval by City of any service performed or product supplied by GPP hereunder shall not in any way relieve GPP of responsibility for any technical accuracy or quality of GPP's work. The City's review, approval, acceptance of, or payment for any of GPP's goods or services shall not be construed to operate as a waiver of any of City's rights under this Agreement or of any cause of action by City against GPP arising from or related to GPP's performance or lack of performance under this Agreement. Section 13. INDEMNIFICATION OF THE CITY. GPP SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS CITY, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, BOARDS AND COMMISSIONS WITH RESPECT TO ANY CLAIMS OR DEMANDS, ACTIONS, DAMAGES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS OF LITIGATION, ARISING FROM THE DEATH OR INJURY OF ANY PERSON WHOMSOEVER, RESULTING DIRECTLY OR INDIRECTLY FROM ANY INTENTIONAL, NEGLIGENT OR GROSSLY NEGLIGENT ACT, ERROR OR OMISSION OF GPP, ITS AGENTS, © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 6 of 13 • SERVANTS, EMPLOYEES OR OTHER PERSONS ACTING ON GPP'S BEHALF AND ARISING FROM OR RELATED TO GPP'S PERFORMANCE UNDER THIS AGREEMENT. Section 14. Insurance. GPP will at all times maintain or cause to be maintained such insurance as will protect GPP from any of the risks of liability imposed on it by this Agreement. Section 15. Additional Provisions. (a) GPP will keep itself fully informed of, will observe and comply with, and will cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Agreement or the materials used or which in any way affect the conduct of the work. (b) GPP will not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation. (c) GPP represents and warrants that neither it nor any of its members, managers,employees or officers has: (1) provided an illegal gift or payoff to the City or any current or former officer, official, director, member, agent, representative or employee of the City, or his or her relative or business entity; or (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; (3) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer, official, director, member, agent, representative or employee or any former City officer, official, director, member, agent, representative or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance. (d) This Agreement constitutes the entire agreement between the Parties relative to the services specified in this Agreement and no modification of this Agreement will be effective unless and until such modification is evidenced by a writing signed by both Parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Agreement, except those contained in or referred to in this agreement. (e) All notices that are required to be given by one Party to the other under this Agreement will be in writing and will be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the Parties at the following addresses: © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 7 of 13 City: City of Beaumont Attn: City Manager Copy to: City of Beaumont Attn: City Attorney GPP: Garfield Public/Private LLC Attn: Steve Galbreath 14911 Quorum Drive, Suite 380 Dallas, Texas 75254 Copy to: Garfield Public/Private LLC Attn: Daniel K. Hennessy, Esq. 14911 Quorum Drive, Suite 380 Dallas, Texas 75254 (f) Limited Waiver of Immunity. Notwithstanding anything to the contrary herein, the City and GPP hereby acknowledge and agree that to the extent this Agreement is subject to the provisions of Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE, as amended, the City's immunity from suit is waived only as set forth in Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE. The City expressly authorizes the prevailing Party in any adjudication involving the City to recover its reasonable and necessary attorney's fees as referenced in Section 271.159 of the Texas Local Government Code. (g) Amendment and Waiver. A provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is approved by GPP and the City. No course of dealing on the part of GPP orthe City, nor any failure or delay by GPP orthe City with respect to exercising any right, power or privilege pursuant to this Agreement,will operate as a waiver thereof, except as otherwise provided herein. (h) Independent Parties. GPP enters into this Agreement as an independent contractor and not as an employee of the City. GPP will have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement will be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by GPP are employees, agents, contractors, or subcontractors of GPP and not of the City. The City will not be obligated in any way to pay any wage claims or other claims made against GPP by any © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 8 of 13 such employees, agents,, contractors, or subcontractors, or any other person resulting from performance of this Agreement. (I) Severability. The provisions of this Agreement are severable. Should any provision of this Agreement be held unenforceable, inoperable or invalid for any reason, said provision will be deemed to be modified to conform to applicable law and this Agreement, and, as so modified, will continue to be in full force and effect and will be binding on the Parties to this Agreement. (j) Interpretation. This Agreement has been negotiated jointly by the Parties and will not be construed against a Party because that Party may have assumed primary responsibility for the drafting of this Agreement. (k) Venue.This Agreement will be governed by and construed in accordance with the laws of the State of Texas,without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than the State of Texas.Any action arising out of this Agreement will be brought in Beaumont,Jefferson County, Texas. (I) No failure or delay by City in exercising any right, power or privilege under this Agreement will operate as a waiver of this Agreement, nor will any single or partial exercise of any such right, power or privilege preclude any other or further exercise of this Agreement. (m) This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will constitute one and the same instrument. Such executed counterparts may be delivered by facsimile which, upon transmission to the other Parties, will have the same force and effect as delivery of the original signed counterpart. (n) This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and all prior agreements, whether written or oral, are deemed to be merged herein. (o) Verification Against Discrimination of Firearm or Ammunition Industries. Pursuant to Texas Government Code Chapter 2274, (as added by Texas Senate Bill 19, 87th Tex. Reg. Session (2021) (effective September 1, 2021)) unless otherwise exempt, if GPP employs at least ten (10) full-time employees and this Agreement has a value of at least $100,000 that is paid wholly or partly from public funds of the City, GPP represents that: (1) GPP does not have a practice, policy, guidance,or directive that discriminates against a firearm entity or firearm trade association: and (2)GPP will not discriminate during the Term of this Agreement against a firearm entity or firearm trade association. (p) Verification Against Discrimination GPP Does Not Boycott Energy Companies. Pursuant to Texas Government Code Chapter 2274, (as added by Texas Senate Bill 19,87th Tex. Reg.Session (2021) (effective September 1, 2021)) unless otherwise exempt, if GPP employs at least ten (10) © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 9 of 13 full-time employees and this Agreement has a value of at least $100,000 that is paid wholly or partly from public funds of the City, GPP represents that: (1) GPP does not boycott energy companies: and (2) GPP will not boycott energy companies during the Term of this Agreement. [Signature Pages Begin on the Following Page] © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 10 of 13 Signature Page IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF BEAUMONT By: Title: ATTEST: City Secretary APPROVED AS TO FORM: City Attorney © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 11 of 13 Signature Page (Continued) PROFESSIONAL SERVICES PROVIDER GARFIELD PUBLIC/PRIVATE LLC, a Texas limited liability company By: akiittfr Name: Stephen L. Galbreath Title: Chief Development Officer © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 12 of 13 EXHIBIT A EXEMPTION DISCLOSURE WHEREAS, the City of Beaumont, Texas ("City") has requested advice from GARFIELD PUBLIC/PRIVATE LLC ("GPP"), a Texas limited liability company, concerning possible financial structures for a public/private development within the State of Texas; and WHEREAS, GPP is not an independent registered municipal advisor as described in SEC Rule 15 Bal - 1(d)(3)(vi) (the "Rule"),and NOW,THEREFORE, City and GPP agree and disclose to each other as follows: 1. GPP acknowledges that any municipal entity that contemplates issuing any municipal financial securities as discussed in GPP's work must employ the services of an independent registered municipal advisor, as described in the Rule, to advise it with respect to any aspects of the municipal financial product or issuance of municipal securities. 2. Consultant hereby discloses in writing to City that GPP is not a municipal advisor and is not subject to the fiduciary duty set forth in section 15B(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(c)(1)) with respect to the municipal financial product or issuance of municipal securities as discussed in GPP'sWork. 3. City is strongly encouraged to assess the material incentives and conflicts of interest as discussed in the Rule. 4. GPP will provide a copy of this disclosure to any independent registered municipal advisor, if applicable. Executed the day of , 2022. GARFIELD PUBLIC/PRIVATE LLC, Acknowledged and Agreed, a Texas limited liability company City of Beaumont,Texas 4/ibieilifir By: By: Title: Chief Development Officer Title: © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 13 of 13 • B e:comlogg gorrgragolE Cg P a=0 GPP scope outline exhibit• updated 12/02/2022 Pre-Development Scope of Work November 2022 thru April 2023• • . Task R Task Description - - Duration November December January February • March April 1 GPP to work with Beaumont to select appropriate site for hotel study November and December,2022 IMINO=M . 2 GPP produces Market Study for new convention center hotel December 2022 and January 2023 3 GPP completes Market studies and finalizes 10 year proforma January,2023 4 GPP will work with Beaumont and their committee to build committee engagement January thru April 2023 .5 Mid January Committee Meeting-Update point(Same time as task 09) Wednesday,January 18,207.3 6 GPP confirms/adJusts and finalizes Initial building program and phasing of building program. December 2022 and January 2023 U 7 GPP works with Beaumont to select and negotiate with both Consulting Design Team and Consulting Contractor for the Pre-development period scope of work December,2022 l 8 GPP works with Beaumont to engage with potential operator for consulting services during the Pro-development period. December,2022 9 Preliminary AssessmentMeeting-January 18,2023(Include FA and Bond Council) Wednesday,January 18,2023 10 GPP engage Investment bank to conceptualize bond runs January thru April 2023 11 GPP works with Beaumont and its FA.on financing options February and March 2023 Q 12 GPP and Consulting Architects and Consulting Contractor finalize a revised conceptual masterplan and hotel design Januarythru March 2023 13 GPP and Consulting Architects and Consulting Contractor finalize a revised conceptual budget March,2023 14 GPP and Consulting Architects and Consulting Contractor finalize a revised conceptual schedule March and April 2023 15 Beaumont,F.A.and GPP begin-gap"financing and legal structure opportunity discussions: Februarythru April 2023 =Q 16 GPP reviews naming rights,fundraising and other contractually obligated Income'opportunities.We will get an initial estimate from Bonham Wills for expected order of magnitude February thru April 2023 . 17 GPP In coordination with Beaumont,FA.,and Investment banker,prepares a plan of financing('Preliminary Capital Plan of Finance') March and April 2023 18 DRAFT Final Report Issued by GPP ' April,2023 Nate:•all schedules are current estimates based on a November execution of the PSA. • PROFESSIONAL SERVICES PRE-DEVELOPMENT AGREEMENT CONVENTION CENTER AND HEADQUARTERS HOTEL Beaumont;Texas ThiicProfessional Services Pre-Development Agreement ("Agreement") dated as of DVDriber / , 2022 ("Effective Date"), isI entered into by and between the City of Beaumont, Texas ("City") and Garfield Public/Private LLC, a Texas limited liability company ("GPP"), in connection with the planning, design, financing, and construction of a hotel and convention center to serve the citizens, businesses and visitors of the City. Each of City and GPP may be referred to in this agreement as a "Party"or collectively as "Parties". RECITALS: WHEREAS, the City is considering the planning, design, financing, construction, commissioning, and operation of a nationally branded hotel and meeting space on a site in Beaumont,Texas (the "Project"). The size and boundaries of such site will be determined by the City at its option following the City's review of the Final Report (as defined below); and WHEREAS,the City desires that GPP perform a strategic business plan that will include (i) a market study and business plan detailing the building program, conceptual design, estimated development cost, development schedule, and operating pro forma; (ii) recommended brand(s)/flag(s), operator(s), and operating struc'ture(s); (iii) funding, financing, and ownership alternatives for the Project; and (iv) such other services incidental to the foregoing as the Parties may reasonably approve. WHEREAS, GPP has agreed to perform such services, as more specifically detailed in this Agreement and is duly qualified and experienced to perform such services subject to Exhibit A; AGREEMENT: NOW,THEREFORE, in consideration of thie mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties hereto agree as follows: Section 1. Pre-Development Scope of Services and Schedule. (a) The "Pre-Development Period" is Ithe time from the Effective Date to delivery of the Final Report described in Section 1(h). The (City will provide to GPP any currently existing survey, studies, documents and agreements, plans and specifications, and other documents pertaining to the Project, within thirty(30) days of the Effective Date. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 1 of 13 C- (b) During the Pre-Development Period, the Parties will negotiate in good faith a Professional Services Agreement ("PSA") on terms and conditions mutually acceptable to the parties pursuant to which GPP will develop the Project. (c) GPP will conduct a Market Study to include an analysis of the competitive set of lodging properties and an estimated profit and loss statement for the Project for its first 10 years of operations including underlying assumptions of occupancy, average daily rates, operating revenue, operating expenses, and net operating income ("Preliminary Project Operating Pro Forma"). The Market Study will include recommendations for hotel brand(s)/flag(s) and operator(s) for the Project. The Market Study will also include preliminary Project program recommendations,to include key count, mix of guestrooms and suites,amount and configuration of ballroom and meeting space, and other facilities and amenities. These program recommendations will inform the Conceptual Design described in Section 1.(d) below. (d) GPP will engage the services of an architect acceptable to the City("Architect")to prepare a conceptual design package (including an initial conceptual masterplan of the hotel/convention district area) to include a building program, site plan, floor plans, elevations, section drawings, renderings, with architectural and engineering narratives ("Conceptual Design")for the Project. GPP will contractually obligate Architect to indemnify the City and GPP, as joint indemnitees, consistent with the provisions of Chapter 130, TEXAS CIVIL PRACTICES AND REMEDIES CODE, and Section 271.904, TEXAS LOCAL GOVERNMENT CODE, and to maintain insurance (including errors and omissions coverage) for the benefit of the City and GPP as additional insureds, in each case in form and substance not less than is customary for a City-operated design project with a similar scope. The Conceptual Design will include recommended key count and mix of guestrooms and suites, amount and configuration of ballroom and meeting space, pre-function area, back-of- house requirements, food and beverage outlets, parking, and other recommended amenities, which may include a swimming pool and pool deck, fitness center, and business center, among other facilities and amenities. (e) GPP will engage a general contractor or cost consultant acceptable to the City ("Contractor"), to prepare a preliminary estimate of the total construction costs for the Project based on the Conceptual Design, in sufficient detail to show construction costs, FF&E, OS&E, IT, soft costs and professional fees ("Preliminary Project Pricing"), and a Project development and construction schedule from completion of the pre-development assessment period through Project opening ("Preliminary Project Schedule") with input as appropriate from the City, GPP and other team members.The form of construction contract will provide protections to the City that are not substantially less than the protections in the comparable documents typically used by the City for similar projects in terms of size, scope, and cost. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 2 of 13 (f) If required, and subject to City advance written approval, GPP will engage third- party consultants, acceptable to the City,to provide a geotechnical report and an environmental Phase I report. (g) GPP will prepare public/private financing alternatives for the Project identifying anticipated sources of debt and equity and the anticipated amount and structure of City participation to complete the Project capitalization ("Preliminary Capital Plan of Finance"). (h) GPP will use its good faith best efforts to deliver its final report on the Project ("Final Report")to the City within two hundred and ten (210) days of the Effective Date.The Final Report will consist of the Conceptual Design, the Preliminary Project Pricing, the Preliminary Project Schedule,the Preliminary Project Operating Pro Forma, and the Preliminary Capital Plan of Finance. Notwithstanding anything to the contrary in this Section 1(h), in the event that the Final Report has not been delivered to the City within two hundred and seventy(270) days of the Effective Date, the City will have the right to terminate this Agreement and GPP will provide to the City all information it has developed to date in support of the Final Report. (i) GPP will update the City on the status of its efforts relating to the Project on a monthly basis or more often if requested. The meetings may be held by conference call or in person. Section 2. Development of the Project. (a) Upon delivery of the Final Report,the Parties will conclude the negotiations of the PSA. (b) If within 270 days after the Effective Date, the Parties are unable to negotiate a satisfactory PSA,then on the 271st day after the Effective Date,this Agreement will automatically terminate and be of no further force and effect, and the City may formally end all negotiations with GPP. (c) Prior to the execution of the PSA, the relationship between GPP and the City will be governed solely by the terms of this Agreement. Section 3. Costs. (a) The City acknowledges that GPP will incur costs, as approved by the City, in connection with the services of the Architect, Contractor, and potentially other third-party consultants hereunder, subject to advance written approval of the City. The City will pay such costs in accordance with the City's normal contract payment procedures. GPP will be paid a fee of $12,000.00 per month during the first six (6) months of the term of this Agreement (in the aggregate $72,000.00) for its services. In the event the Final Report were to be delivered prior to the end of the first six (6) months of the Agreement,the unpaid balance of the aggregate GPP fee will become due and payable upon delivery of the Final Report. GPP will also be paid$40,000 for the initial Market Study, including a site selection confirmation. The estimated costs of the © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 3 of 13 Architect and Contractor are$65,000 ($40,000 for Architect and$25,000 for Contractor),subject to City approval. The Architect and Contractor fees are in addition to the GPP fee and the GPP initial Market Study. The City will have the right to access and copy any documents supporting the services provided by GPP,Architect, Contractor, and third-party.consultants pursuant to this Agreement. GPP will retain for review by the City, for a period of twenty-four (24) months following the termination of this Agreement,the financial records and reports regardingthe work performed by GPP and the Architect, Contractor, and third-party consultants under this Agreement. All the aforesaid costs and fees will be included in the final budget for the Project, subject to approval by the City. (b) In addition to the cost and fee billings described in Section 3(a) above, GPP will invoice City monthly at cost for all reimbursable expenses GPP incurs in connection with its work, including third-party reproduction, data purchase, delivery services, and travel (if any) outside of the DFW Metroplex("Expenses"),such Expenses to be supported by appropriate documentation. Travel expenses, if any will be subject to advance written approval of the City. (c) City will pay GPP's monthly invoices on or before thirty (30) calendar days from City's receipt of each such invoice, in accordance with state law. Section 4. Term;Termination. (a) This Agreement will be effective as of the Effective Date and expire upon the earlier of the execution of the PSA or 270 days from the Effective Date.The Parties further agree that this Agreement shall automatically terminate if the findings from the Market Study do not support the Project. The City will have final authority regarding whether the Market Study is viable. Moreover, this Agreement may be terminated by either Party in its sole discretion and without cause,provided that the other Party is given not less than ten (10)calendar days'written notice of intent to terminate. In the event of a termination under this Section by City or an automatic termination as described herein, City will pay GPP fee compensation owed, if any, through the end of the month in which termination occurs plus Expenses incurred, but not yet paid,through the date of such termination. (b) The City may temporarily suspend this Agreement, at no additional cost to City, provided that GPP is given advance written notice of such temporary suspension. If City gives such notice of temporary suspension, GPP will immediately suspend its activities under this Agreement. Compensation owed by City to GPP will be based upon the actual service time expended by GPP, plus Expenses incurred, but not yet paid, through the date the work is temporarily suspended. City will pay any amounts owed to GPP for work completed up to the date of the suspension of work within thirty(30) days of the date the City receives an invoice for the amounts due. (c) Notwithstanding any provisions of this Agreement, GPP will not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by GPP, and the City may withhold any payments due to GPP until such time as the exact amount of damages, if any, due the City from GPP is determined. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 4 of 13 •(d) In the event of termination, GPP will be compensated as provided for in this Agreement. Upon termination,the City will be entitled to all work and all other such materials as may have been prepared or accumulated to date by GPP in performing this Agreement, which are not GPP's privileged information, as defined by law, performed to that date in accordance with Section 7 of this Agreement. Section 5. Amendments, Changes, or Modifications. Amendments, changes or modifications in the terms of this Agreement may be made at any time but only by mutual written agreement between the Parties and will be signed by individuals authorized to bind the Parties. Section 6. Extensions of Time. GPP may, for good cause, request extensions of time to perform the services required under this Agreement.Such extensions are subject to advance authorization by the City in its sole discretion in writing and will be incorporated in written amendments to this Agreement, in the manner provided in Section 5. Section 7. Property of City. It is agreed that the Parties intend this to be an Agreement for services and each considers the products and results of the services included in the work to be.rendered by GPP under this Agreement to be a work made for hire. It is further mutually agreed that such products and results will become the property of the City once full payment for services is received by GPP, as provided in this Agreement. Immediately upon termination,the City will be entitled to, and the GPP will deliver to the City,the work and all other such materials as may have been prepared or accumulated to date by GPP in performing this Agreement, which are not GPP's privileged information, as defined by law, along with any other property belonging exclusively to the City which may be in GPP's possession. Section 8. Compliance with Public Information Act. GPP acknowledges that City is a governmental entity subject to the Public Information Act, Chapter 552, Texas Government Code (the "Act"). The City will process all open records requests in accordance with the Act. GPP understands that the City may require GPP's full cooperation in its response to any open records request. Section 9. Warranties and Responsibilities—GPP. (a) GPP agrees and represents that it is qualified to properly provide the services set forth herein in a manner which is consistent with the generally accepted standards of GPP's profession. © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 5 of 13 (b) GPP agrees and represents that the work performed under this Agreement will be in accordance with applicable federal, state and local law in accordance with Section 15(a)of this Agreement. (c) GPP will designate a project manager who at all times will represent GPP before the City on all matters relating to this Agreement. The project manager will continue in such capacity unless and until he or she is removed at the request of the City, is no longer.employed by GPP, or is replaced with the written approval of the City, which approval will not be unreasonably withheld. Section 10. Subcontracting. None of the services covered by this Agreement will be subcontracted without the prior written consent of the City, which consent will not be unreasonably withheld. GPP will be fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by GPP. Section 11. Assignability. GPP will not assign or transfer any interest in this Agreement whether by assignment or novation,without the prior written consent of the City. Section 12. Liability. GPP will be responsible for performing the work under this Agreement in a manner consistent with the generally accepted standards of GPP's profession and will be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors.The City will not be charged with the responsibility of preventing risk to GPP or its employees, agents, contractors,or subcontractors.Approval by City of any service performed or product supplied by GPP hereunder shall not in any way relieve GPP of responsibility for any technical accuracy or quality of GPP's work. The City's review, approval, acceptance of, or payment for any of GPP's goods or services shall not be construed to operate as a waiver of any of City's rights under this Agreement or of any cause of action by City against GPP arising from or related to GPP's performance or lack of performance under this Agreement. Section 13. INDEMNIFICATION OF THE CITY. GPP SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS CITY, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, BOARDS AND COMMISSIONS WITH RESPECT TO ANY CLAIMS OR DEMANDS, ACTIONS, DAMAGES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS OF LITIGATION, ARISING FROM THE DEATH OR INJURY OF ANY PERSON WHOMSOEVER, RESULTING DIRECTLY OR INDIRECTLY FROM ANY INTENTIONAL, NEGLIGENT OR GROSSLY NEGLIGENT ACT, ERROR OR OMISSION OF GPP, ITS AGENTS, © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 6 of 13 • SERVANTS, EMPLOYEES OR OTHER PERSONS ACTING ON GPP'S BEHALF AND ARISING FROM OR RELATED TO GPP'S PERFORMANCE UNDER THIS AGREEMENT. Section 14. Insurance. GPP will at all times maintain or cause to be maintained such insurance as will protect GPP from any of the risks of liability imposed on it by this Agreement. Section 15. Additional Provisions. (a) GPP will keep itself fully informed of, will observe and comply with, and will cause any and all persons,firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Agreement or the materials used or which in any way affect the conduct of the work. (b) GPP will not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation. (c) GPP represents and warrants that neither it nor any of its members, managers,employees or officers has: (1) provided an illegal gift or payoff to the City or any current or former officer, official, director, member, agent, representative or employee of the City, or his or her relative or business entity; or (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; (3) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer, official, director, member, agent, representative or employee or any former City officer, official, director, member, agent, representative or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance. (d) This Agreement constitutes the entire agreement between the Parties relative to the services specified in this Agreement and no modification of this Agreement will be effective unless and until such modification is evidenced by a writing signed by both Parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Agreement, except those contained in or referred to in this agreement. (e) All notices that are required to be given by one Party to the other under this Agreement will be in writing and will be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the Parties at the following addresses: © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 7 of 13 City: City of Beaumont Attn: City Manager Copy to: City of Beaumont Attn: City Attorney GPP: Garfield Public/Private LLC Attn: Steve Galbreath 14911 Quorum Drive,Suite 380 • Dallas,Texas 75254 Copy to: Garfield Public/Private LLC Attn: Daniel K. Hennessy, Esq. 14911 Quorum Drive,Suite 380 Dallas,Texas 75254 • (f) Limited Waiver of Immunity. Notwithstanding anything to the contrary herein, the City and GPP hereby acknowledge and agree that to the extent this Agreement is subject to the provisions of Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE, 'as amended, the City's immunity from suit is waived only as set forth in Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE.The City expressly authorizes the prevailing Party in any adjudication involving the City to recover its reasonable and necessary attorney's fees as referenced in Section 271.159 of the Texas Local Government Code. (g) Amendment and Waiver. A provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is approved by GPP and the City. No course of dealing on the part of GPP orthe City,nor any failure or delay by GPP orthe City with respect to exercising any right, power or privilege pursuant to this Agreement,will operate as a waiver thereof, except as otherwise provided herein. (h) Independent Parties. GPP enters into this Agreement as an independent contractor and not as an employee of the City. GPP will have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement will be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by GPP are employees, agents, contractors, or subcontractors of GPP and not of the City. The City will not be obligated in any way to pay any wage claims or other claims made against GPP by any © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 8 of 13 such employees, agents,, contractors, or subcontractors, or any other person resulting from performance of this Agreement. (i) Severability.The provisions of this Agreement are severable. Should any provision of this Agreement be held unenforceable, inoperable or invalid for any reason, said provision will be deemed to be modified to conform to applicable law and this Agreement, and, as so modified, will continue to be in full force and effect and will be binding on the Parties to this Agreement. (j) Interpretation. This Agreement has been negotiated jointly by the Parties and will not be construed against a Party because that Party may have assumed primary responsibility for the drafting of this Agreement. (k) Venue.This Agreement will be governed by and construed in accordance with the laws of the State of Texas,without giving effect to any choice or conflict of law provision or rule(whether of the State of Texas or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than the State of Texas.Any action arising out of this Agreement will be brought in Beaumont,Jefferson County,Texas. (I) No failure or delay by City in exercising any right, power or privilege under this Agreement will operate as a waiver of this Agreement, nor will any single or partial exercise of any such right, power or privilege preclude any other or further exercise of this Agreement. (m) This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will constitute one and the same instrument. Such executed counterparts may be delivered by facsimile which, upon transmission to the other Parties,will have the same force and effect as delivery of the original signed counterpart. (n) This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and all prior agreements, whether written or oral, are deemed to be merged herein. (o) Verification Against Discrimination of Firearm or Ammunition Industries. Pursuant to Texas Government Code Chapter 2274, (as added by Texas Senate Bill 19, 87th Tex. Reg. Session (2021) (effective September 1, 2021)) unless otherwise exempt, if GPP employs at least ten (10) full-time employees and this Agreement has a value of at least $100,000 that is paid wholly or partly from public funds of the City, GPP represents that: (1)GPP does not have a practice, policy, guidance,or directive that discriminates against a firearm entity or firearm trade association:and (2)GPP will not discriminate during the Term of this Agreement against a firearm entity orfirearm trade association. (p) Verification Against Discrimination GPP Does Not Boycott Energy Companies. Pursuant to Texas Government Code Chapter 2274, (as added by Texas Senate Bill 19,87th Tex. Reg.Session (2021) (effective September 1, 2021)) unless otherwise exempt, if GPP employs at least ten (10) © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 9 of 13 full-time employees and this Agreement has a value of at least $100,000 that is paid wholly or partly from public funds of the City, GPP represents that: (1) GPP does not boycott energy companies: and (2) GPP will not boycott energy companies during the Term of this Agreement. [Signature Pages Begin on the Following Page] • © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 10 of 13 Signature Page IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF BEAUMONT By: ^ Title: ' r��-� �� ATTEST: e�wwaaw��O Ti - '` , / v Y 1 City Secretary j= a `'' . iw 1 CP if s 1,0 • APPROVED AS TO FORM: ' `e �����® City Attorney © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 11 of 13 Signature Page (Continued) PROFESSIONAL SERVICES PROVIDER GARFIELD PUBLIC/PRIVATE LLC, a Texas limited liability company By: aitigir Name: Stephen L. Galbreath Title: Chief Development Officer • © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 12 of 13 EXHIBIT A EXEMPTION DISCLOSURE • WHEREAS, the City of Beaumont, Texas ("City") has requested advice from GARFIELD PUBLIC/PRIVATE LLC ("GPP"), a Texas limited liability company, concerning possible financial structures for a public/private development within the State of Texas; and WHEREAS, GPP is not an independent registered municipal advisor as described in SEC p P Rule 15 Bal- 1(d)(3)(vi) (the "Rule"),and NOW,THEREFORE, City and GPP agree and disclose to each other as follows: 1. GPP acknowledges that any municipal entity that contemplates issuing any municipal financial securities as discussed in GPP's work must employ the services of an independent registered municipal advisor, as described in the Rule,to advise it with respect to any aspects of the municipal financial product or issuance of municipal securities. 2. Consultant hereby discloses in writing to City that GPP is not a municipal advisor and is not subject to the fiduciary duty set forth in section 15B(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(c)(1)) with respect to the municipal financial product or issuance of municipal securities as discussed in GPP'sWork. 3. City is strongly encouraged to assess the material incentives and conflicts of interest as discussed in the Rule. 4. GPP will provide a copy of this disclosure to any independent registered municipal advisor, if applicable. Executed the I91 day of umber, 2022. GARFIELD PUBLIC/PRIVATE LLC, Acknowledged and Agreed, a Texas limited liability company City of Beaumont,Texas i;lidiOrg. By: By: Title: Chief Development Officer Title: ti © Garfield Public/Private LLC Professional Services Pre-Development Agreement Page 13 of 13 • Be;MalOM CZOG GRIOR (CGMGP C=0=0 GPP scope outline ezhlbit• updated 12/02/2022 • Pre-Development Scope of Work - •November 2022 thru April 2023* • • Task ft Task Description Duration November December January February • March April 1 GPP to work with Beaumont to select appropriate site far hotel study November and December,2022 Q 2 GPP produces Market Study for new convention center hotel December 2022 and1anuary2023 3 GPP completes Market studies and finalizes l0year proforma January,2023 4 GPP will work with Beaumont and their committee to build committee engagement Januarythru Apt112023 .5 Mldlanoary committee Meeting-Update point(Same time as task as) Wednesday,lanuary1B,2023 6 GPP confirms/adjusts and finalizes Initial building program and phasing of bu0ding program. December and January 2023 Q • 7 GPP works with Beaumont to select and negotiate with both Consulting Design Team and Consulting Contractor for the Pre-development period scope of work December,2022 8 GPP works with Beaumont to engage with potential operator for consulting services during the Pro-development period. December,2022 9 Preliminary Assessment Meeting-January 18,2023(include FA and Band Council) Wednesday,lanuary 18,2023 10 GPP engage investment bank to conceptualize bond runs January thru April 2023 - 11 GPP works with Beaumont and Its FA on financing options • February and March 2023 Q 12 GPP and Consulting Architects and Consulting Contradorfinalize a revised conceptual masterplan and hotel design Januarythru March I023 13 GPP and Consulting Architects and Consulting Contractor enalire a revised conceptual budget March,2023 14 GPP and Consulting Architects and Consulting Contractor finalize a revised conceptual schedule March and April 2023 15 Beaumont,P.A.and GPP begin'gap'financing and legal structure opportunity discussions: February thru April 2023 =Millia-MIM 16 GPP reviews naming rights,fundraising and other contractually obligated income'opportunities.We will get an Initial estimate from Bonham Wills for expected order of magnitude February throApr82023 17 GPP Incoordination with Beaumont,FA,and Investmentbanker,prepares a plan of finandng('PreliminaryCapital Plan of Finance) March and April 2013 MINIKIMIM 18 DRAFT Final Report Issued by GPP ' Anti), Norm•a0scheduiesare current estimates based an a November execution afthe PGA.