HomeMy WebLinkAboutOrdinance No.16509 (Item 8.j.)ORDINANCE NO. 16,509
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING A LEGAL SERVICES RETENTION AGREEMENT BETWEEN THE
BAYTOWN AREA WATER AUTHORITY AND BAKER WOTRING L.L.P. FOR
LITIGATION AND LEGAL SERVICES AND APPROVING PAYMENT BY THE
BAYTOWN AREA WATER AUTHORITY IN AN AMOUNT NOT TO EXCEED ONE
MILLION DOLLARS ($1,000,000.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City
Council approve certain agreements before the Baytown Area Water Authority ("BAWA") enters into the
same; and
WHEREAS, on June 17, 2026, the Board of Directors of BAWA met and approved a Legal
Services Retention Agreement with Baker Wotring, L.L.P.; and
WHEREAS, the City of Baytown desires to approve the same; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the recitals set forth hereinabove are hereby found to be true and correct and
are hereby adopted.
Section 2: That the City Council of the City of Baytown, Texas, hereby approves a Legal
Services Retention Agreement between BAWA and Baker Wotring, L.L.P., for litigation and legal services.
A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and
purposes.
Section 3: That the City Council of the City of Baytown, Texas, hereby approves payment by
BAWA for the engagement of Baker Wotring, L.L.P. in an amount not to exceed ONE MILLION
DOLLARS (S1,000,000.00).
Section 4: This ordinance shall take effect immediately from and after its passage 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 251h day of June, 2026.
CHARLES JOHNSON, Mayor
A'ITULAZACKSON,, Ciq%Clerk
APPROV�ETT AS TRM:
71:7z� - 7- - J, -
RISTIN HOLMES, Assistant City Attorney
R:\Ordinances and Resolutions Ordinance Drafts 2026-06-25 Ord - Authorizing retention of Baker Wotring by BAWA.mhs.docx
EXHIBIT "A"
AGREEMENT FOR CONSULTING SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Baker Wotring, LLP
(hereinafter "Attorney") and the Baytown Area Water Authority, a governmental agency and a
body politic and corporation of the State of Texas, created pursuant to Chapter 600, Acts of the
63rd Legislature, regular Session, 1973 (hereinafter "BAWA").
1. Scope of Services/Consultant Fees
a. This Agreement authorizes Attorney to perform review of legal, regulatory issues,
options and technical support for water supply evaluation/study, and related legal
services for the Office of the General Counsel (the "Work") for and on behalf of
the BAWA.
b. Attorney will provide legal services in connection with the Work. Attorney's
acceptance of this engagement does not involve an undertaking to represent
BAWA's interests in any other matter, unless Attorney is specifically retained
for such matter. To enable Attorney to represent BAWA effectively, BAWA
agrees to cooperate in all matters relating to the Work and to fully and
accurately disclose to Attorney all facts and documents that may be relevant to
the Work or that Attorney may otherwise request. Either at the commencement
or during the course of the representation, Attorney may express opinions or
beliefs concerning various courses of action and the results that might be
anticipated. Any such statement made by any partner or employee of Attorney
is intended to be an expression of opinion only, based on information available
to us at the time, and should not be construed by BAWA as a promise or
guarantee.
C. As is outlined above, this representation is for the Work and is not an engagement
to act as a general counsel for BAWA. Therefore, it is important to have a clear
understanding about Attorney's practice regarding conflicts of interest. As is true
of most law firms, Attorney represents many other companies and individuals. It is
possible that during the time of this representation, some of Attorney's present or
future clients will have disputes or transactions with BAWA or the other entities
involved. By executing this Agreement, BAWA agrees that Attorney may continue
to represent or may undertake in the future to represent existing or new clients in
any matter that is not substantially related to the Work even if the interests of such
clients in those other matters are directly adverse, provided that it reasonably
appears that Attorney's representation of BAWA will not be materially affected.
Attorney agrees, however, that BAWA's prospective consent to such
representation contained in the preceding sentence shall not apply to matters if,
as a result of Attorney's representation of BAWA, Attorney has obtained
proprietary or other confidential information of a non-public nature, that, if
Agreement for Consulting Services, Page 1
known to such other client, could be used in such other matter by the other client
to BAWA's material disadvantage. In similar engagement letters with many of
Attorney's other clients, Attorney has asked for similar agreements to preserve
Attorney's ability to represent BAWA.
d. This Agreement shall commence on the date of execution by the General Manager
or his designee and (if not terminated in accordance with paragraph 10) shall
terminate:
❑O upon completion of the Work in accordance with this Agreement, including
Exhibits;
❑ number of months/days (spelled out) (number of months/days [numerical])
months/days following execution by the City Manager or his designee, allowing
for up to number of renewals (spelled out) annual renewals;
❑ the earlier of (a) completion of the Work in accordance with this Agreement,
including Exhibits; (b) number of months/days (spelled out) (number of
months/days [numerical]) months/days following execution by the City
Manager or his designee, allowing for up to number of renewals (spelled out)
annual renewals.
2. Compensation and Professional Fees
a. The City shall pay Attorney in installments based upon monthly progress reports
and detailed invoices submitted by the Attorney based upon the following:
i. Firm Shareholder, per hour............................................................... $495.00
ii. Associate, per hour...............................................................................$0.00
iii. Paralegal, per hour............................................................................$190.00
iv. Click or tap here to enter tcx.............................................................. $0.00
V. (:'lick or tap lierC to enter text..................................................$0.00
vi. Total Not to Exceed.................................................................$250,000.00
b. Attorney shall not exceed the fixed contractual amount without written
authorization in the form of a Contract amendment.
C. Reimbursable Expenses are itemized by work category. Reimbursable Expenses
shall be invoiced AT COST, without subsequent markup by Attorney. All invoices
containing a request for Reimbursable Expenses shall include copies of the original
expense receipts itemized per allowable category.
(1) Allowable reimbursable Expenses include:
(a) Hard copy reproductions, copies, and/or binding costs;
(b) Postage;
(c) Mileage, for travel from Attorney's office to meetings at the City or
jobsite only if Attorney does not have a local office within a fifty
Agreement for Professional Services, Page 2
(50) mile radius of Baytown. Mileage shall be charged at the current
IRS rates;
(d) Travel Expenses, mileage from local office to state or federal
regulatory agency office beyond 100 miles; and
(e) Lodging expenses for destinations beyond 100 miles from
Attorney's local office AND when business hours exceed eight
hours within one business day OR when Attorney's services require
more than one eight -hour day at the destination; provided such
expenses has been approved in writing by BAWA.
d. Disallowed Expenses
If Attorney has an office in Harris or Chambers Counties, Texas, Disallowed
Expenses shall include travel expenses for professionals traveling into Harris or
Chambers Counties from Attorney's offices outside of Harris or Chambers
Counties.
e. Attorney shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Attorney shall not invoice BAWA
for services or expenses that were incurred more than sixty (60) days before the
date of the invoice. Failure to timely invoice BAWA for services or expenses shall
result in Attorney's invoice being denied.
f. In the event of a disputed or contested invoice, BAWA may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
3. Personnel of Attorney
a. Relationship Attorney
Attorney shall designate Debra Baker, to serve as Relationship Attorney for the
Work performed under this Agreement. Any change of Relationship Attorney shall
require thirty (30) days advance written approval from BAWA's Representative.
b. Licensed and Registered Attorney
Attorney shall keep full-time registered attorneys licensed in the State of Texas on
staff and assigned to the Work for the duration of its performance of the Work.
C. Data on Attorney's Employees
Prior to commencement of the Work, Attorney shall forward to BAWA a detailed
resume of the personnel that will be assigned to the Work.
d. Rejection of Attorney's Employees
BAWA reserves the right to approve or reject from the Work any employees of
Attorney.
Agreement for Professional Services, Page 3
4. Designation and Duties of BAWA's Representative
a. The City Attorney or his/her designee shall act as BAWA's Representative.
b. BAWA's Representative shall use his best efforts to provide City records for
Attorney's use. However, BAWA does not guarantee the accuracy or correctness
of the documents so provided. Notwithstanding the foregoing, Attorney shall be
entitled to use and rely upon information provided by BAWA in performing the
services required under this Agreement only to the extent and level specified by
BAWA in writing for each document provided. Nothing contained herein shall be
construed to require BAWA to provide such records in any certain format. The
format in which the existing data and documentation will be provided shall be at the
sole discretion of BAWA.
5. Standards of Performance
a. Attorney shall perform all services under this Agreement with the care and skill
ordinarily used by members of the legal profession practicing under the same or
similar circumstances, time and locality. Opinion of probable cost shall be based
upon the Attorney's experience and represent its best judgment as an experienced
and qualified professional. Each submittal of opinion of probable cost shall be
commensurate with the project design.
Attorney shall be responsible for the technical accuracy of its services and documents
resulting therefrom, and BAWA shall not be responsible for discovering deficiencies
therein. Attorney shall correct such deficiencies without additional compensation.
b. Codes and Standards
i. All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the requestor for Work
is made by BAWA.
ii. The Work shall be performed in accordance with the most current codes
and/or standards adopted by city, state, or federal government or in general
custom and usage by the profession and shall comply with State Bar of
Texas, Texas Supreme Court, and/or Federal Court rules and regulations.
iii. Attorney agrees the services it provides as an experienced and qualified
Attorney will reflect the professional standards, procedures and
performances common in the industry for this project. Attorney further
agrees that any analysis, reports, preparation of drawings, the designation
or selection of materials and equipment, the selection and supervision of
personnel and the performance of other services under this contract will be
pursuant to the standard of performance common in the profession.
Agreement for Professional Services, Page 4
iv. Attorney shall promptly correct any defective analysis caused by Attorney
at no cost to BAWA. BAWA's approval, acceptance, use of or payment for
all or any part of Attorney's services hereunder or of the Work itself shall in
no way alter Attorney's obligations or BAWA's rights under this
Agreement.
6. Schedule
Attorney shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by BAWA's Representative.
7. Insurance
Attorney shall procure and maintain at its sole cost and expense for the duration of the Agreement,
insurance against claims for injuries to persons or damages to property which may arise from or
in connection with the performance of the Work hereunder by Attorney, its agents, representatives,
volunteers, employees or subconsultants.
a. Attorney's insurance coverage shall be primary insurance with respect to BAWA,
its officials, employees and agents. Any insurance or self-insurance maintained by
BAWA, its officials, employees or agents shall be considered in excess of
Attorney's insurance and shall not contribute to it. Further, Attorney shall include
all subconsultants, agents and assigns as additional insureds under its policy or shall
furnish separate certificates and endorsements for each such person or entity. All
coverages for subconsultants and assigns shall be subject to all of the requirements
stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
ii. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
iii. Errors and Omissions
■ Limit: $1,000,000 for this project
Agreement for Professional Services, Page 5
■ Claims -made form is acceptable
■ Coverage will be in force for one (1) year after completion of the
Project.
■ Waiver of Subrogation required.
iv. Workers' Compensation
■ Statutory Limits
■ Employer's Liability $500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
i. Insurance carrier for all liability policies must have an A.M. Best Rating of
A:VIII or better.
ii. Only insurance carriers licensed and admitted to do business in the State of
Texas will be accepted.
iii. Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
iv. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except after
thirty (30) days prior written notice by mail, return receipt requested, has
been given to BAWA.
V. BAWA, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
vi. Upon request and without cost to BAWA, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to BAWA.
vii. Upon request and without cost to BAWA, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to BAWA.
viii. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to BAWA, and shall be carried in the name of
Attorney. Attorney shall provide copies of insurance policies and
endorsements required hereunder to BAWA on or before the effective date
of this Agreement.
8. Indemnification and Release
ATTORNEY AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND BAWA, ITS OFFICERS, AGENTS, AND
EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY")
Agreement for Professional Services, Page 6
FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR
FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE PROFESSIONAL OR THE
ATTORNEY'S AGENT, ATTORNEY UNDER CONTRACT, OR
ANOTHER ENTITY OVER WHICH THE ATTORNEY EXERCISES
CONTROL (COLLECTIVELY, ATTORNEY'S PARTIES). IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO, BOTH
ATTORNEY AND BAWA, THAT THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH IS INDEMNITY BY ATTORNEY TO
INDEMNIFY AND PROTECT BAWA FROM THE
CONSEQUENCES OF ATTORNEY'S PARTIES' OWN WILLFUL
MISCONDUCT, JOINT OR SOLE NEGLIGENCE AS WELL AS THE
ATTORNEY'S PARTIES' INTENTIONAL TORTS,
INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES
TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT
APPLY, HOWEVER, TO LIABILITY ARISING FROM THE
PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF
PERSONS THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF ANY PERSON OTHER THAN THE
ATTORNEY'S PARTIES. IN THE EVENT THAT ANY ACTION OR
PROCEEDING IS BROUGHT AGAINST BAWA FROM WHICH
BAWA IS INDEMNIFIED, ATTORNEY FURTHER AGREES AND
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO BAWA. THE INDEMNITY
PROVIDED HEREINABOVE SHALL SURVIVE THE
TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT.
By this Agreement, BAWA does not consent to litigation or suit, and BAWA hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Contract or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit or waive BAWA's sovereign
immunity. Attorney assumes full responsibility for its services performed hereunder
and hereby releases, relinquishes and discharges BAWA, its officers, agents, and
Agreement for Professional Services, Page 7
employees from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person (whether
they be either of the parties hereto, their employees, or other third parties) and any
loss of or damage to property (whether the property be that of either of the parties
hereto, their employees, or other third parties) that is caused by or alleged to be
caused by, arising out of, or in connection with Attorney's services to be performed
hereunder. This release shall apply with respect to Attorney's services regardless of
whether said claims, demands, and causes of action are covered in whole or in part
by insurance.
9. Subcontractors and Subconsultants
Attorney shall receive written approval of BAWA's Representative prior to the use of any
subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or
subcontractors shall be given to BAWA before execution of such contracts.
10. Termination of Attorney
BAWA, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the General Manager or his designee to
Attorney of BAWA's election to do so. Furthermore, BAWA may immediately and without notice
terminate this Agreement if Attorney breaches this Agreement. A breach of this Agreement shall
include, but not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due BAWA, the City of Baytown, state, or federal
government from Attorney or its principals, including, but not limited to, any taxes,
fees, assessments, liens, or any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against Attorney;
(d) the dissolution of Attorney;
(e) the disbarment of any Attorney performing Work for BAWA.
(i) refusing or failing to prosecute the Work or any separable part with the diligence
ordinarily used by members of the legal profession practicing under the same or
similar circumstances, time and locality and/or in a way that will ensure its
completion in a timely manner;
(g) the violation of any provision of this Agreement.
Upon delivery of any notice of termination required herein, Attorney shall discontinue all services
in connection with the performance of the Agreement. Within ten (10) days after receipt of the
notice of termination, Attorney shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
payment of services. At the same time that the final statement is tendered to BAWA, Attorney
shall also tender to BAWA's Representative all of Attorney's instruments of service, including all
drawings, special provisions, field survey notes, reports, estimates, and any and all other
documents or work product generated by Attorney under this Agreement, whether complete or
not, in an acceptable form and format together with all unused materials supplied by BAWA. No
final payment will be made until all such instruments of service and materials supplied are so
tendered.
Agreement for Professional Services, Page 8
If this Agreement is terminated for cause, Attorney shall be liable for any damage to BAWA
resulting therefrom. This liability includes any increased costs incurred by BAWA in completing
Attorney's services. The rights and remedies of BAWA in this section are in addition to any other
rights and remedies provided by law or under this Agreement.
11. Records
Within ten (10) days of BAWA's request and at no cost to BAWA, BAWA will be entitled to
review and receive a copy of all documents that indicate work on the Project that is subject to this
Agreement.
12. Supervision of Attorney
Attorney is an independent contractor, and BAWA neither reserves nor possesses any right to
control the details of the Work performed by Attorney under the terms of this Agreement.
13. Billing
BAWA shall have thirty (30) days to pay Attorney's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the work
or services performed and the date(s) of such work or services. In the event of a disputed or
contested invoice, the parties understand and agree that BAWA may withhold the portion so
contested, but the undisputed portion will be paid. Attorney shall invoice BAWA for work
performed no more than once a month and may not invoice BAWA for work not performed.
Invoices shall be received by BAWA no later than sixty (60) calendar days from the date Attorney
and/or its subconsultants perform the services or incur the expense. Failure by Attorney to comply
with this requirement shall result in Attorney's invoice being denied and BAWA being relieved from
any liability for payment of the late invoice.
The City shall pay Attorney the maximum rate permitted by Chapter 2251 of the Texas
Government Code on any past due payment not received within thirty (30) days after the payment
due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect
an invoice payment or interest due under this chapter, the opposing party, which may be BAWA
or Attorney, shall pay the reasonable attorney fees of the prevailing party.
14. Indebtedness
If Attorney, at any time during the term of this Agreement, incurs a debt, as the word is defined in
section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that
Attorney has incurred a debt, the City's Director of Finance shall immediately notify Attorney in
writing. If Attorney does not pay the debt within thirty (30) days of either such notification, the
City's Director of Finance may deduct funds in an amount equal to the debt from any payments
owed to Attorney under this Agreement, and Attorney waives any recourse therefor.
15. Verifications
If Attorney has ten (10) or more full-time employees and Attorney's total compensation under this
Agreement has a value of One -Hundred Thousand Dollars ($100,000.00) or more, Attorney makes
the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government
Code:
Agreement for Professional Services, Page 9
a. the Attorney does not boycott Israel and will not boycott Israel during the term of
the contract to be entered into with BAWA;
b. the Attorney does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with BAWA; and
C. the Attorney does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
16. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris County,
Texas.
17. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail, postpaid
and registered or certified, and addressed to the party to be notified, with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement,
from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For Attorney:
BAYTOWN AREA WATER AUTHORITY
Attn: General Manager
P. O. Box 424
Baytown, Texas 77522-0424
Baker Wotring LLP
Attn: Debra Baker
600 Travis Street. JP Morgan Chase Tower
Houston, Texas 77002
Each party shall have the right from time to time at any time to change its respective address and
each shall have the right to specify a new address, provided that at least fifteen (15) days written
notice is given of such new address to the other party.
21. No Third -Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit
Attorney and BAWA only. No person or entity not a signatory to this Agreement shall be entitled
to rely on Professional's performance of its services hereunder, and no right to assert a claim
against Professional by assignment of indemnity rights or otherwise shall accrue to a third party
as a result of this Agreement or the performance of Attorney's services hereunder.
Agreement for Professional Services, Page 10
22. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, BAWA and Attorney
hereby agree that no claim or dispute between BAWA and Attorney arising out of or relating to
this Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that BAWA is subjected to an arbitration proceeding notwithstanding this provision,
Attorney consents to be joined in the arbitration proceeding if Attorney's presence is required or
requested by BAWA of complete relief to be recorded in the arbitration proceeding.
23. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
24. Complete Agreement
This Agreement represents the entire and integrated agreement between BAWA and Attorney in
regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, either whether written or oral, on the subject matter hereof. This Agreement may only
be amended by written instrument approved and executed by both of the parties. BAWA and
Attorney accept and agree to these terms.
25. No Assignment
Attorney may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the General Manager or his designee of such sale or
assignment. BAWA may require any records or financial statements necessary in its opinion to
ensure such sale or assignment will be in the best interest of BAWA.
26. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
27. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
28. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
29. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
Agreement for Professional Services, Page I 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the day of , 2026, the date of execution by the General
Manager or his designee.
BAYTOWN AREA WATER AUTHORITY
JASON REYNOLDS, General Manager
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, General Counsel
ATTORNEY:
BAKER WOTRING, LLP
Debra Baker, Managing Partner
Agreement for Professional Services, Page 12
STATE OF TEXAS
COUNTY OF HARRIS
Before me on this day personally appeared Debra Baker, in his/her capacity as Managing
Partner, on behalf of such Baker Wotring, LLP,
❑ known to me;
❑ proved to me on the oath of
❑ proved to me through his/her current
{description of identification card
(check one)
; or
or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of
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20
Notary Public in and for the State of Texas
Agreement for Professional Services, Page 13