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HomeMy WebLinkAboutBaker & Daniels/DOL BAKER & DANIELS EST. 1863 300 North Meridian Street,Suite 2700•Indianapolis, Indiana 46204 Tel.317.237.0300•Fax 317.237.1000 www.bakerdaniels.com TYIOD1AS A. PITMAN INDIANA Attorney at Law WASHINGTON,D.C. Direct 317.237.1149 thomas.pitmanCebakerd.corn CHINA November 30, 2005 VIA FIRST CLASS MAIL City of Carmel, Indiana c/o Doug Haney, Esq. One Civic Square Cannel, IN 46032 APPROVED AS TO FORM RV Re: Engagement Letter Regarding Services as Bond Counsel for the City of Cannel, Indiana (COLT Financing) Dear Doug: The purpose of this letter is to memorialize our engagement by the City of Carmel, Indiana (the "City"), and to set forth some of the duties and activities to he undertaken by Baker & Daniels LLP as bond counsel to the City for the issuance and sale of bonds secured by COLT revenues to obtain financing for certain proposed road and other improvements to be undertaken by (or on behalf of) the City (the "Project"). We are extremely pleased to work with you and the City to accomplish this important Project. Baker & Daniels LLP regards the position of bond counsel as one demanding diverse and comprehensive responsibilities. As you know, the primary responsibility of bond counsel in any bond financing is to render an objective and expert legal opinion with regard to the authorization and issuance of the bonds. In order to deliver such an opinion, and as part of our related responsibilities, we will prepare all ordinances and resolutions to be adopted by the Common Council of the City and other bodies of the City related to the financing; prepare or review all of the forms of official notices to be used with regard to the Project, various public hearings and other official actions related to the financing, including the sale ofrbonds; prepare all closing documents, certificates and instruments, including the non-arbitrage certificate and the legal opinion referred to above with regard to the authorization and validity of the bonds and the exclusion of interest on the bonds from gross income for purposes of federal and Indiana income taxation; and organize, attend and manage the closing of the transaction. We regard all of these to be standard "bond counsel" services to be performed in close cooperation with you, with the City's financial advisor and with other designated officials and agents of the City. Our standard activities as bond counsel typically would not include work on any litigation that might arise out of or pertain to the financing; any work on federal or state environmental or regulatory City of Cannel, Indiana - 2 - November 30, 2005 c/o Doug Haney, Esq. matters relating to the Project to be financed out of the proceeds of the bonds; or any post-closing compliance on behalf of the City under the federal tax laws regarding the rebate of arbitrage earnings, if any, to the government of the United States. We would anticipate that the official statement and any other offering materials pertaining to the bonds would be prepared by the City's financial advisor, and any related continuing disclosure requirements imposed on the City pursuant to Rule 15c2-12 of the Securities and Exchange Commission would be the responsibility of such financial advisor. Consequently, in the capacity of bond counsel, Baker & Daniels LLP would not have responsibility for the preparation or accuracy, completeness or sufficiency of the official statement or other offering materials (other than generally assisting in the review of the official statement and offering materials, including, without limitation, those provisions setting forth the description of the status of interest on the bonds under the tax laws of the United States and the State of Indiana and the presentation of our proposed legal opinion), or any continuing disclosure obligations in connection therewith. As you are aware, Baker & Daniels LLP represents a number of land owners and developers. Baker & Daniels LLP is not willing to undertake the representation of the City or any of its agencies if such representation would preclude or prevent Baker & Daniels LLP from representing land owners and developers before the City and its related agencies (including, without limitation, the Plan Commission, Board of Zoning Appeals, Common Council and Department of Public Works). This letter confirms that, consistent with and subject to the Rules of Professional Conduct, the City agrees to waive any actual or potential conflict which may result from our present or future representation of any such land owner or developer (or other party) in any present or future matter (including, without limitation, any rezoning, variance request, redevelopment project or land use approval or permit) unrelated to the specific matter with respect to which you have engaged us. Your waiver includes any litigation or other proceeding that may arise out of or in connection with any such matter. Baker & Daniels LLP agrees to consult with the City regarding any adverse effects to the City's interests when considering withdrawal of representation in this matter. We will bill you on an hourly basis for our services. It is anticipated that the majority of our services in this engagement will be discharged by my associate, Dave Arrensen. His hourly rate is currently $245, and my hourly rate is currently $360, in each case subject to annual increases at the beginning of each calendar year. We will bill you for our services at the time of the closing of the financing for the Project; provided, however, that we would instead submit our bill at such time as the City were to determine not to proceed with a financing or to proceed without our continued services. We will send all invoices, as well as copies of all documentation we prepare for or on behalf of the City and emails sent to the City in this matter to the Carmel City Attorney. Our statement will also include charges for expenses that we incur on your behalf. For such things as necessary travel, filing fees, delivery and special staff services, and long distance telephone charges, we will bill you at our cost or usual hourly rate, as applicable. We will charge I0¢ per page for copies and long distance charges, if any, for outbound facsimile transmissions. Payment is due upon receipt of our statement, subject to any reasonable disputes over fees or expenses raised by the City. We will not charge you for word processing staff • City of Carmel, Indiana - 3 - November 30, 2005 c/o Doug Haney, Esq. time, courier services performed by our messenger staff or facsimile pages you send to us. If you have any questions or comments concerning our services or charges during the course of our representation, we encourage you to bring them to our attention immediately so that any problem can be solved. We understand that it is intended for our fee for bond counsel services to be paid, under the customary arrangement, at closing from the proceeds of the bonds. In the unlikely event that bonds are not issued, we would expect to be compensated for our efforts based on actual time expended at our usual hourly rates. We consider it a privilege to work with you and the City on this Project and financing. Please feel free to contact me if you need further information. If the terms of our engagement as set forth above are acceptable, please have a copy of this letter executed on behalf of the City and returned to us. Kindest regards. Yours truly, Tom, Y . Thomas A. Pitman TAP/clw Approved and Accepted on behalf of the City of Carmel, Indiana By: Mayor James Brainard Date: EiDDI301 4244982v1 r Approved and adopted this 24 day of —Di geT c/ , 2005. CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: James Brainard, Presidia...„ei.ng Officer Date: Air M ryBurke ember Date: Lori rWats ,, ember Date~- 4+4;21>i a-1 / O 5 L ' A tAT EST: - Pc.,; /y^ "e � ' ! Sandra M.Johnson, eputy C'Eerk for iana LE-Cordray;,lA�✓IC, Clerk-Treasurer DateC/' b? J D .r