Ordinance No. 16,312 (Item 9.m.)ORDINANCE NO. 16,312
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AN ADDENDUM TO THE ENGAGEMENT LETTER WITH
BRACEWELL LLP, FOR LEGAL SERVICES ASSOCIATED WITH THE CREATION
OF ONE OR MORE PUBLIC IMPROVEMENT DISTRICTS AND THE ISSUANCE OF
BONDS AND OTHER DEBT OBLIGATIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, in connection with the development of public improvement districts ("PIDs"), the City
of Baytown, Texas (the "City") may desire to issue bonds and other obligations from time to time for
various public purposes authorized by Texas statutes in order to finance or refinance various public projects
located within a PID; and
WHEREAS, the City desires to engage competent, experienced counsel for services in connection
with the creation and development of P[Ds and the issuance of PID bonds and other obligations; and
WHEREAS, Bracewell LLP ("Bracewell" or the "Firm") is a full service firm that is experienced
with the creation and development of PIDs and the provision of bond counsel services in connection with
the issuance of PID obligations; and
WHEREAS, the City and the Firm desire to enter into an addendum to their existing engagement
letter (the "Engagement Letter") that sets forth the agreement between the parties with respect to bond
counsel services; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: The recitals set forth in the preamble of this ordinance are true and correct in all material
respects.
Section 2: It is hereby found, determined and declared that there is a substantial need for the Firm's
legal services; the legal services cannot be adequately performed by the in-house attorneys and supporting
personnel of the City; the PID-related bond counsel services cannot reasonably be obtained from attorneys
in private practice under a contract providing only for the payment of hourly fees, without regard to the
outcome of the matter, because of the nature of the matter for which the services will be obtained; and the
compensation for such PID-related bond counsel services will be paid, in whole or in part, from the proceeds
of bonds or other obligations issued by the City.
Section 3: That the City Council of the City authorizes the City Attorney to execute the Addendum
to the Engagement Letter between the City and the Firm, which addendum is attached hereto as Exhibit
"A" and incorporated herein for all intents and purposes.
Section 4: This ordinance shall take effect immediately from and after its pwsJge by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 13" day of November, 2025.
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SCOTT i .MOND, City Attorney
R- Ordinances and Resolutions Ordinance Drafts 202$-11-1 { Ord- Bracewell-SL doex
Exhibit "A"
BRACEWELL
October 1, 2025
Mr. Jason Reynolds
City Manager
City of Baytown, Texas
2401 Market Street
Baytown TX 77522-0424
Re: Addendum to Engagement Letter — City of Baytown, Texas
Dear Mr. Reynolds:
Thank you for engaging us to represent the City of Baytown, Texas ("City" or "Client") as special counsel
to the City. We appreciate the confidence you have shown in Bracewell LLP ("Bracewell" or "Firm") and
look forward to this opportunity to represent your interests.
This addendum to our existing bond counsel engagement letter is for the purpose of adding an
additional matter to our scope of services. The Terms of Engagement attached to the original
engagement letter will continue to govern this engagement. This addendum has been approved by
Bracewell subject to the conditions described in this letter.
A. Scope of Engagement
Bracewell will represent Client in connection with advice and counsel regarding the creation of one or
more public improvement districts (each, a "PID") and the negotiation of related development
agreements (each, a "Development Agreement") with the developer(s) undertaking development within
the PID (each, a "Developer") of the PID. Bracewell will also represent the City in connection with its
issuance, from time to time, of bonds, and other debt obligations ("Obligations") related thereto.
We agree that our services as counsel to the City in connection with PID matters may include the
following as directed by the City:
1. Assisting the City with the development of a PID Policy.
2. Drafting the Development Agreement and other City documents relating to the PID,
including policies and procedures for creation of a PID by the City.
Jonathan K. Frels T- +1.713 221 IS99 P. 300.,204 1970
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iM-# 10851754,1
City of Baytown, Texas
October 1, 2025
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3. Drafting documents relating to the creation of the PID and the levy of Assessments.
4. Attendance at all meetings of the City Council as required or requested in connection
with the planning and authorization of Obligations, including consultation on federal
income tax matters;
5. Preparation of the ordinances of the City Council authorizing issuance of Obligations,
together with all other legal documents comprising the transcript of proceedings for
authorization and issuance of Obligations;
1a. Preparation of and submission to the Attorney General of Texas of a transcript of
proceedings for each series of Obligations to obtain the approval of the Attorney
General and registration of Obligations by the Comptroller of Public Accounts of Texas;
7_ Preparation and filing of legal documents required under federal income tax law for the
Obligations;
S_ Representation of the City at the closing of the sale of Obligations, including preparation
of all closing documents; and
9, if appropriate, the delivery at closing of our approving opinion as to the validity of the
Obligations under Texas law, and the exclusion of interest on the Obligations from gross
income of the holders under federal income tax law.
The services outlined above do not include such matters as services as disclosure counsel in connection
with the sale of the Obligations, work on post -closing federal tax or disclosure issues, obtaining IRS
rulings or clarifications of federal tax law, presentations to rating agencies or bond insurers, or "blue
sky" or securities registration services. We will be pleased to provide legal services in connection with
any matters not included in paragraphs 1 through 9 above, but we believe that such additional services,
if requested by the City, should be the subject of an addendum to this letter or a separate letter of
engagement. Our representation of the City with respect to any particular series of Obligations will end
upon the closing for that particular series of Obligations.
This Engagement Letter may be supplemented to reflect new matters or issues that deviate from the
current engagement in scope, billing arrangements, complexity, risk, or that otherwise require a
substantial change in terms and conditions. The Terms of Engagement, however, will govern all projects
and engagements for Client.
B. Fees, Expenses and Billing
1. Third Party Payment of Certain PID Creation Fees
Although Client remains primarily responsible for the timely payment of all invoices, Bracewell
acknowledges that Client may pay the portion of the legal fees, other than PID bond counsel fees, and
certain fees related to the negotiation of the Development Agreement, related to the creation of a PID
or other items related to this engagement from an escrow account funded by the developer of the PID.
IM-#10851754.1
City of Baytown, Texas
October 1, 2025
Page 3
Invoices will be delivered to Client. Client is Bracewell's only client in this engagement; no attorney -
client or other relationship exists between Bracewell and the Developer, and the Developer will not
have any authority as to the performance of this engagement. Client understands and consents to fees
and expenses being paid from funds deposited by the Developer. If Developer fails to fund an escrow to
pay such fees, Client will be responsible for making payment.
2. Development Agreement Related Fees.
Legal fees incurred in connection with the development of City policies or the negotiation of the
Development Agreement may be paid from the proceeds of the Obligations to be issued by the City in
connection with the PID. Such fees shall be in addition to any fees due under Section C of this
Agreement. However, if Obligations are not expected to be issued or have not been issued within
twelve months of the execution of the Development Agreement or if the Development Agreement is not
executed, the Firm will invoice the City for such fees and expenses, and the City will be responsible for
the timely payment of such fees and expenses.
Fees described in paragraphs 1 and 2 will be based primarily on an hourly charge determined by the
amount of time devoted by Bracewell professionals to perform the legal services contemplated by this
engagement. Other factors authorized by Rule 1.5(a) of the ABA Model Rules of Professional Conduct
also may be considered when determining the fees charged by Bracewell.
Billing rates for our attorneys vary according to the experience of the individuals. Our current billing
rates for those attorneys in our section who you might ask to work on your matter range from $825 an
hour for the most junior associate to $1100 an hour for the most senior partner. In an effort to reduce
overall legal costs, we utilize paralegal and administrative assistant personnel whenever appropriate.
Time devoted by such paralegal personnel to client matters is currently charged at billing rates generally
ranging from $500 to $600 per hour. Billing rates for attorneys, paralegal and administrative assistant
personnel are, from time to time, reviewed and adjusted.
Matters involving the production of electronically stored information may result in additional fees and
expenses being incurred by the Firm and/or by third -party vendors on behalf of Client. See the attached
Terms of Engagement for more details.
3. Ongoing PID Administrative Related Fees.
Legal fees relating to the ongoing administration of the PID, including the review of annual updates to
the Service and Assessment Plan, shall be billed at our hourly rates determined by the amount of time
devoted by Bracewell professionals to this work. Our fees for ongoing administration of the PID will be
paid from assessments levied for administrative costs within the PID.
C. PID Bond Counsel Fees
Our services as Bond Counsel under this Letter will commence following the adoption of a Service and
Assessment Plan for a public improvement district. Any services provided prior to the adoption of the
Service and Assessment Plan shall be addressed as provided in Section B of this Letter. For our services
as bond counsel in connection with the authorization, issuance and sale of each series of public
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City of Baytown, Texas
October 1, 2025
Page 4
improvement district Obligations, the City will pay us, from the proceeds of sale of each issue or
installment of the Obligations, the following:
1. an amount equal to 3% of the first $5,000,000 in principal amount of such Series of
Obligations; and
2. 2-1/2% of the principal amount of such Series of Obligations above said first $5,000,000
in principal amount but not exceeding $10,000,000 in principal amount; and
3. 2% of the principal amount of such Series of Obligations above $10,000,000 in principal
amount but not exceeding $15,000,000 in principal amount; plus
4. an amount equal to 1-1/2% of the principal amount of such Series of Obligations above
$15,000,000 in principal amount.
The above fee schedule shall be applicable to each separate series, issue or installment of Obligations,
but shall only be due with respect to Obligations actually issued, sold and delivered. Our fee for bond
counsel services for any separate issue or installment of Obligations shall not be less than $50,000. Our
fee for serving as bond counsel on any issue of refunding bonds for the refunding of any Obligations will
be 1% of the principal amount of such bonds, but not less than $50,000.
If the City chooses to issue bond anticipation notes in connection with a bond issue, our fee for such
services will be ] % of the principal amount of such note, but not less than $10,000.
Thank you again for the opportunity to represent you in this matter.
Very truly yours,
Bracewell LLP
Jonathan K. Frets
Partner
Attachments
EMI-;' 10851"54 1
City of Baytown, Texas
October 1, 2025
Page 5
AGREED AND ACCEPTED:
City of Baytown, Texas
By:
Title:
Date:
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BRACE ELL L LP
TERMS OF ENGAGEMENT
Introduction
These are the Terms of Engagement adopted by Bracewell LLP ("Bracewell ") and the addressee of the
preceding Engagement Letter ("Client") and referred to in our Engagement Letter as the basis for our
representation. Because they are an integral part of our agreement to provide representation, we ask
that you review this document carefully and retain it for your files. If you have any questions after
reading it, please promptly inform your principal contact at the Firm.
Client of the Firm
Because Bracewell has been engaged to represent the Client only, the engagement does not include the
Client's family members, affiliated or related entities, or their respective individual officers, directors,
partners, equity owners or employees.
Unless otherwise specifically stated in the Engagement Letter, our representation does not include any
parent, subsidiary, or affiliated entity; employee, officer, director, shareholder, member or partner of an
entity; or, any commonly owned entity. For any trade association, our representation does not include
any member of the trade association; and for individuals, our representation does not include any
employer, partner, spouse, sibling, or other family member. In the event we are asked to undertake
representation of any other entity in connection with this engagement, we will do so only by agreement
defined in the Engagement Letter.
Our Relationship with Others and Conflicts of Interest
We have performed a conflicts check on the names you provided to Bracewell. Based on a check of
these names, and under the applicable standards in the governing rules of professional conduct, we
believe Bracewell is free to undertake the Matter. If we identify a conflict after work on this Matter has
begun, you agree to use reasonable efforts to help us resolve the conflict to the satisfaction of all
parties.
Bracewell accepts this engagement on the understanding that our representation of you will not
preclude us from accepting another engagement from a new or existing client provided that (1) such
engagement is not substantially related to the subject matter of services we provide to you and (2) such
other engagement would not impair the confidentiality of related client information.
Billing Arrangements and Terms of Payment
Fees for professional services and expenses are not contingent on the outcome of the project, unless
expressly stated in the Engagement Letter.
Bracewell issues invoices on a periodic basis, normally each month, for fees and expenses. Invoices are
due on receipt and are considered past due 30 days after receipt.
Clients frequently ask us to estimate the fees and other charges they are likely to incur in connection
with a particular matter. Any estimate is based on professional judgment and facts and circumstances
IM-# 10851754. l
that appear at the time. As such, any estimate is subject to the understanding that, unless we agree
otherwise in writing, it does not represent a maximum, minimum, or fixed -fee quotation. The ultimate
cost frequently is more or less than the amount estimated.
It may be necessary for us to retain third parties, such as consultants, experts and investigators, in order
to represent you adequately. In that event, you will be responsible for the prompt payment of the
invoices of those third parties. Although we may advance third -party disbursements in reasonable
amounts, we will ask you to pay larger third -party invoices (usually those over $500) directly to the third
party providing the services.
If the representation will require a concentrated period of activity, such as a trial, arbitration, or hearing,
we reserve the right to require the payment of all amounts owed and the prepayment of the estimated
fees and expenses to be incurred in completing the trial, arbitration, or hearing, as well as arbitration
fees likely to be assessed. If you fail to pay timely the estimated fees and expenses, we will have the
right to cease performing further work and the right to withdraw from the representation, subject to
any applicable rules of court or other applicable tribunal.
Although an insurer's payment of defense costs may be applied to billings of the firm, the payment
obligation remains with you. Failure of any insurer to pay all or part of the billings for this project does
not relieve you from the obligation to pay billings in full and in a timely manner.
Matters Involving e-Discovery
Many matters require the handling or production of electronically stored information ("ESI"). In
litigation, the rules of civil procedure in federal court, as well as in many other jurisdictions, address the
gathering and production of ESI ("e-Discovery"). Failure to comply with the rules governing e-Discovery
can subject Client and the Firm to possible discovery sanctions. The Firm has developed an e-Practice
Department (the "e-Department") to assist the Firm's clients in litigation matters that involve e-
Discovery issues. The e-Department head, a lawyer who specializes in e-Discovery matters ("e-Practice
Counsel"), and the e-Practice Project Managers will assist Client in handling e-Discovery projects that
may arise in connection with the Firm's representation of Client.
The Firm has identified a number of preferred e-Discovery providers that it can recommend to Client
("Outside Vendors"). Client will make the ultimate decision on which Outside Vendor to retain on a
matter. Client will contract directly with and will be invoiced by the Outside Vendor for e-Discovery
services. In most cases, the Outside Vendor will handle the collection, processing, hosting, and
production of Client's ESI. The Firm's e-Department professionals will serve as a liaison between Client,
the Outside Vendor and the Firm's attorneys throughout the process, and the Firm will bill the Client for
that time. Unless other arrangements are made between the Firm and Client, the Firm's lawyers will
handle the review of Client's ESI before production.
Certain matters involving less than 5GB of ESI can be handled by the Firm internally, rather than by an
Outside Vendor. In such matters, and upon prior agreement between Client and the Firm, an Outside
Vendor will collect the Client's ESI and deliver to the Firm for processing, hosting, review and
production. Client will contract directly with the provider for the collection of the ESI. The Firm will
charge the client from $150 to $250 per GB for processing, depending on the format of the data, and
from $20 to $40 per GB per month for hosting/storage, depending on the volume of the data.
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It is anticipated that the Firm's e-Department professionals will assist Client in both e-Discovery matters
handled by Outside Vendors and those handled by the Firm internally. The Firm will bill Client for the
time of these professionals.
The hourly rate of the Firm's e-Practice Counsel is $450 per hour. The range of hourly rates for the
Firm's e-Practice Project Managers is $225 - $300 per hour. The hourly billing rates of the Firm's e-
Department professionals are set, reviewed and adjusted by Bracewell on an annual basis and will
appear on the periodic invoice provided for this engagement.
Interest on Past Due Accounts
If Client fails to pay any invoice when due, the past due amount shall accrue interest and be payable in
accordance with Chapter 2251, Texas Government Code.
Taxes
The Client agrees that all payments under the Engagement Letter shall be payable to Bracewell in U.S.
Dollars, free and clear of any and all present and future taxes, levies, imposts, duties, deductions,
withholdings, fees, liabilities and similar charges (the "Taxes"). If any Taxes are required to be withheld
or deducted from any amount payable under the Engagement Letter, then the amount payable under
the Engagement Letter shall be increased to the amount which, after deduction from such increased
amount of all Taxes required to be withheld or deducted therefrom, will yield to Bracewell the amounts
stated to be payable to Bracewell under the Engagement Letter.
Termination
Because Bracewell has been engaged to provide services in connection with the representation
specifically defined in our Engagement Letter, the attorney -client relationship terminates upon our
completion of those services.
You may terminate the engagement at any time, with or without cause, by notifying us +n writing. I he
firm also can terminate the engagement before the completion of its representation of you in the
specified matter if (a) the continued representation would result in a violation of the applicable rules of
professional conduct or other law; (b) the termination can be accomplished without material adverse
effect on your interests; (c) you persist in a course of action that Bracewell reasonably believes is
criminal or fraudulent, or you have used our services to perpetrate a crime or fraud, (d) the firm has a
fundamental disagreement with the objective or tactics in this engagement; (e) you delFberately and
substantially fail to discharge an obligation regarding this engagement, including the payment of fees
and expenses and the duty of cooperation as provided in the Terms of Engagement; or (f) other good
cause for termination exist. In the event that the firm intends to terminate the engagement, the firm
will give reasonable notice and allow you access to your files relating to this engagement.
For purposes of this Engagement Letter, this engagement terminates upon written notice of termination
by Client or by Bracewell, or 120 days after the date of Bracewell's last substantive legal service billed to
Client's account, whichever may first occur.
The termination of our services will not affect your responsibility for payment of legal services rendered
and other charges incurred before termination and in connection with an orderly transition of the
project.
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After completion of the representation, however, changes may occur in the applicable laws or
regulations that could affect your future rights and liabilities in regard to the matter. Bracewell has no
continuing obligation to give advice with respect to any future legal developments that may relate to the
project.
Disposition and Retention of Materials
Bracewell has adopted and implemented an information governance and records management program
including a comprehensive policy and records retention schedule. At the close of any matter Bracewell
may return Client documents and property, send them to a storage facility for a limited time, or have
them destroyed according to our records retention schedule. At Client's request, Client documents and
property will be returned to you upon receipt of payment for outstanding fees and costs. Your request
must be specific and designate your representative to receive the files. Client is responsible for paying
the reasonable cost to retrieve, duplicate and deliver the Client files. Your request for return of Client
files must be delivered to Bracewell no later than 120 days after the last substantive service relating to
the closed matter. A substantive service does not include audit letter research and preparation, or any
other service that does not directly relate to the substantive discharge of a Client engagement.
You agree that Bracewell owns and retains its own files, inclusive of related electronically stored
information, pertaining to the engagement. You will not have the right or ability to require us to deliver
such files (or copies thereof) to you. Examples of Bracewell files are: firm administrative materials,
financial files and documents, time and expense reports, personnel and staffing materials, credit and
accounting records, electronic mail correspondence (other than such correspondence which was sent to
you by a member of our firm) and internal lawyer's work product, such as drafts, notes, memoranda and
legal and factual research, including investigative reports prepared by or for the internal use of lawyers.
It is important for Client to alert Bracewell in advance of special treatment, sensitive information,
retention requirements and other unique conditions pertaining to Client files. Client agrees that it will
notify Bracewell in a timely, written and specific manner, concerning any requirement for special or
unusual handling or attention of its Client files. This includes any statutory or regulatory requirements
relating to confidentiality and retention of Client files.
Bracewell acknowledges Client, as a political subdivision of the State of Texas, has specific document
retention schedules and obligations under the Texas Public Information Act. Bracewell agrees to
produce a copy of Client's file, which for the purposes of this Engagement is the information related to
this Engagement that are filed of record and the electronic and other communications addressed or
copied to the Client during the course of the Engagement, prior to the conclusion of the Engagement.
The "Disposition and Retention of Materials" in the terms of Engagement therefore assumes that Client
has been provided with copies of the documents related to this Engagement constituting the Client's file
prior to the conclusion of the Engagement.
Choice of Law
Because Bracewell performs legal services in a number of jurisdictions, for consistency and
predictability, the Client and Bracewell agrees that the Texas Disciplinary Rules of Professional Conduct
(found at www.texasbar.com or www.legalethicstexas.com) will govern all issues of legal ethics and
professionalism.
Pursuant to Texas Government Code section 81.079, we are required to provide you with notice of the
existence of the State Bar of Texas grievance process. That information can be found here:
www.texasbar.com/AM/Template.cfm?Section=File a Grievance&Temp_late=/CM/Content Display. cfm&
ContentlD=23454 (English)
www.texasbar.com/AM/Template.cfm?Section=File a Grievance&Template=/CM/ContentDispla_y.cfm&
ContentlD=23636 (Spanish).
Disclaimer
We cannot guarantee the outcome of any matter. Any expression of our professional judgment
regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and
based on the law at the time of expression. It is also subject to any unknown or uncertain factors or
conditions beyond our control.
Either at the commencement or during the course of the representation, we may express opinions or
beliefs about the matter or various courses of action and the results that might be anticipated. Any
expressions on our part concerning the outcome of the representation, or any other legal matters, are
based on our professional judgment and are not guarantees.
By signing the Engagement Letter or otherwise indicating your acceptance of the Engagement Letter,
you acknowledge that Bracewell has made no promises or guarantees to you about the outcome of the
representation, and nothing in these Terms of Engagement shall be construed as such a promise or
guarantee.
Your Cooperation
To enable us to provide effective representation, you agree to: (1) disclose to us fully, accurately and on
a timely basis, all facts and documents that are or might be material or that we may request; (2) keep us
apprised on a timely basis of all developments relating to the representation that are or might be
material; (3) attend meetings, conferences, and other proceedings when it is reasonable to do so;
(4) provide updated information for conflicts purposes, if necessary; and (5) cooperate fully with us in all
matters relating to the engagement.
Statutory Verifications
No Boycott of Israel. The Firm hereby verifies that it and its parent company, wholly- or majority -owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term
of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in
Section 2271.001, Government Code.
Not a Sanctioned Company. The Firm hereby verifies that neither it nor any of its parent company,
wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared
and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Government Code. The foregoing representation excludes any entity that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
No Discrimination Against Firearm Entities. The firm hereby verified that it and its parent company,
wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy,
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guidance, or directive that discriminates against a firearm entity or firearm trade association and will not
discriminate against a firearm entity or firearm trade association during the term of this Agreement. As
used in the foregoing verification, "discriminate against a firearm entity or firearm trade association"
has the meaning provided in Section 2274.001(3), Government Code.
No Boycott of Energy Companies. The Firm hereby verifies that it and its parent company, wholly- or
majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not
boycott energy companies during the term of this Agreement. As used in the foregoing verification,
"boycott energy companies" has the meaning provided in Section 2276.001(i), Government Code.
Modification of Our Agreement
The Terms of Engagement reflect our agreement on the terms of all engagements, and are not subject
to any oral agreements, modifications, or understandings. Any change in these terms of Engagement
must be made in writing signed by both Bracewell and Client.
The Terms of Engagement reflect our agreement on the terms of all engagements, and are not subject
to any oral agreements, modifications, or understandings. Any change in these Terms of Engagement
must be made in writing signed by both Bracewell and Client.
In Conclusion
If you have questions or concerns, at any time, relating to the terms and conditions of this engagement,
the services or advice provided by Bracewell, or the fees and expenses reflected in the invoices, please
bring them to the attention of your principal contact at our firm, or Bracewell's General Counsel or
Managing Partner.
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